Stars of Lylat
by Emperor Andross
Summary: ON INDEFINITE HIATUS With the Lylat War sweeping across the Lylat System, General Pepper plays a game of deadly chess while Fox & company prepare in solitude for their ultimate fight. But for those like Bill Grey on the front lines, the fight can be just trying to stay alive. ON INDEFINITE HIATUS
1. The Lylat System

Everyone knows the story of how Andross was defeated by the brilliant pilot Fox McCloud after General Pepper hired him and the rest of the Starfox team to win the Lylat war. But just what happened in the lead up to that first fateful battle on Corneria? What events lead the General to contact the yet to become famous mercenaries? The lead up to the battle is always just as entertaining as the battle itself. Join the Starfox team, General Pepper, Bill Grey, Andross and Starwolf in the thrilling beginning of the end of the Lylat War…

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THIS CHAPTER HAS GONE THROUGH A SERIOUS EDIT AS OF 11-Mar-09! IF YOU HAVE ALREADY READ THE CHAPTER BEFORE THEN, I SUGGEST THAT YOU READ IT AGAIN AS SOME THINGS HAVE SIGNIFICANTLY CHANGED!

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THE FIRST CHAPTER OF THE STORY IS DOWN BELOW, BUT PLEASE READ THESE DISCLAIMERS AND AUTHORS NOTES FIRST.

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**Disclaimer**: "I own nothing! This story is written purely for entertainment purposes, no currency is being generated from it. This story line is copyright to me, but the characters, places and 'The Lylat War' belong to Nintendo. If you see this story on any other site than Fanfiction .net please report it immediately."

**Authors Notes**: With that out of the way, welcome to my 2nd story, this one about Starfox. This story tells of the direct lead up to Lylat Wars/StarFox 64. The manoeuvring and counter manoeuvring the doubts and deceptions and the surprise vanguard attack on Corneria. The story mainly focuses on General Pepper, Bill Grey and the StarFox team, with a little input from Andross and StarWolf. Some bits of this story will seem strange to some people, that because I have made up much of the back story, and have had to change some cannon facts, also in cases where there is significant ambiguity on points (such as whether Solar is considered a star or not) I have just chosen 1 of the options or in some cases, made a new scenario up completely.

ALERT! This story contains Original Characters, however, all of the OCs have only minor roles, and 90% of them get killed off anyway, so don't worry about Mary-sues etc. the only one I can really imagine people disliking is the one known as Rick Coon who I based of the Raccoon who instructs you in the training mode of Lylat Wars/Starfox 64. I have added him as a minor character on the _Great Fox _who helps repair the damaged craft for the Starfox team. However he will NOT come blasting out in an Arwing and saving the Starfox teams hides or invent something that Slippy hasn't or anything else like that. He is just to help put things back together.

Now thankyou everyone for reading, and I hope that you enjoy Stars of Lylat: The Beginning of the End…

**Stars Of Lylat**

The Beginning Of The End

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Cast list

James 'Fox' McCloud Jr. – vulpine male

William 'Bill' Grey – canine male

General Pepper – canine male

Peppy Hare – lepus male

Slippy Toad – amphibian male

Falco Lombardi – avian male

Major Russel Case – feline male

Sargent Salty- canine male

Tomas Whitmore – canine male

Adam Mitchell – canine male

Rick Coon- raccoon male

Dac – lupine male

Beltino Toad – amphibian male

Andross Bowman – ape male

Wolf O'Donnell – lupine male

Leon Powalski – chameleon Male

Pigma Dengar – pig male

Andrew Oikanny – ape male

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C h a p t e r 1

**[ The Lylat System ]**

_-"When people think of the Lylat War, they think of Arwings and Starfox's amazing counter attack on Venom. But some of the events that happened before then were just as—if not _more_ dramatic."—**General Pepper**_

/\

/\/-\/\

The wind whipped over the sandy surface of the third planet of the Lylat system, picking up dust and grit as it travelled. The native species of the planet where more than used to this of course, for a creature living on Katina, sand storms were a fact of life. The unevolved creatures scuttled around, desperately trying to block off homes or caves before the ferocious storm arrived.

The people of Katina too were used to such things. For them it meant that children couldn't play out side for the day, and travelling was restricted to those with underground access. All of the houses on Katina were fortified against the planet's frequent dust storms though, so while the dust storms were potentially deadly, as long as they didn't go out into it, the storms had little impact on the reasonable populous living on the planet.

But the fiercest dust storms were a mere annoyance in comparison to the threat of interplanetary tyrant Andross Bowman. The Ape was reasonable for the death of millions and the destructions of billions of credits worth of infrastructure in his endless crusade for control or destruction of the Lylat system. Or to be specific, the destruction of the people of Corneria, the people who had persecuted him, and exiled him from their world.

Andross was once a brilliant scientist on Corneria. And he had gone from strength to strength, eradicating disease and creating helpful inventions that were prized by people in all walks of life. It wasn't long before Andross was working as the director of research and development for the Cornerian military. But there Andross began to change; he became obsessed with bio-weaponry and mechanical super weapons, creating one crazy design after another.

Finally, an experiment of Andross' went astray—damaging much of Corneria and destroying an entire army fleet before being subdued—and the subsequent discovery of Andross' involvement in a civilian bombing insured that the unstable Ape was classed as insane and banished to the barren, deserted planet, Venom.

But five years later, General Pepper of the Cornerian Army discovered unusual activity originating from Venom and dispatched the elite mercenary team, 'StarFox' to investigate.

The StarFox team was widely reported as the best group of pilots in the system. Even the general public had heard of the brilliant pilot James McCloud, who could out fly even the most elite of the Cornerian military pilots. And while the team's mission had been a secret one, the people of Lylat had discovered what had happened on their mission after the fact. Pigma Dengar, one of McCloud's trusted wing mates had sold out the rest of his team, and McCloud had been killed as a result.

Even in the peaceful system of Lylat, one mercenary betraying another wasn't considered that unusual an event, and so the public didn't make much of it; it wasn't until later that the public had learnt of Andross' involvement. But the military had known. Trying not to panic the civilian population, they had not informed the public, instead opting to quietly begin building up their forces; increasing the amount of their military personal in preparation of Andross' inevitable attack. But they had run out of time; two months after the death of James McCloud—and the escape and report of his wing mate, Peppy Hare—Andross attacked, and the storm of Andross swept across the system like the dust storm now sweeps across Katina. Whole worlds and sectors had fallen to his endless army of allied apes and Venom's native lizards.

It had started with Venom. Andross had taken over the entire world under the thick blanket of sensor resistant cloud without anyone off planet realizing. Next, the closest outpost to Venom, a tiny base on the planet of MacBeth had been wiped from the surface. Then the storm had continued; Titania, Aquas, Fortuna and Papetoon. All had fallen under the control of Andross, and it was only a matter of time until Zones fell too.

And thus now, almost two years after his initial attack, Andross controls most of the Lylat system. The only two worlds to elude Andross attack and almost certain subsequent capture are Corneria—behind its screen of asteroids—and Katina.

The last two planets in the System accounted for most of Lylat's population, and the public know that Andross wouldn't dare even _thinking_ about attacking them. They simply have to much military might. Here at last, Andross' invasion had been brought to a halt. So people on Katina sleep in their beds unaware of the three massive battleships bearing down on them, they do not worry, because to worry would be actually consider the possibility of an attack; something that most people refuse to do.

The military of course know better. But even here, on the main base, most of the officers are sleeping in their barracks. Except for a single fighter wing, only the skeleton crew in the radar room make any real noise as they sweep the area around the planet for invasion forces.

The military _know_ it's only a matter of time until Andross strikes here, and so every available radar dish on Katina is pointed toward the sky. Military and civilian alike, they are constantly on the lookout for any approaching craft; normally, nothing so small as a pebble could get past without Katina knowing about it.

But they are blinded by the waves of radar jamming interference sent forth by the attackers. So they too, sleep unaware. There is no scrambling for air craft, no sweaty paws on the controls of anti-air cannons, only a small selection of people fruitlessly scanning the blinded radar for attacks; even as Andross' attack ships are skipping into the upper atmosphere and heading straight for them.

Andross was indeed thinking of attacking Katina and Corneria, in fact he is already doing it. For the ape, nothing short of total conquest will do. The people of Lylat had to pay for their persecution of him.

And so his largest attack carrier is descending on the unsuspecting people of Katina, and the only ones that could stop him are half the system away...

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**AN: There it is, my poor man's copy of the introduction from Mathew Stover's Revenge of the Sith. Please read and review, and if you are a star wars fan, check out my other story, The Path of Shadows. Also readers, Just so you know, where ever you see the name Fichina**** in this story, I am meaning the world known as Fortuna in Starfox 64/Lylat Wars. for those that don't know, The world know as Fortuna in Starfox 64, is called Fichina in Japan, however due to a translation error it's called Fortuna in the english world. this was fine untill starfox assault where both worlds were included, thus Fichina & Fortuna were correctly labled in assault, and I'll continue with those names. Hewl Fawr!**


	2. Night Time Doubts

**Stars Of Lylat**

The Beginning Of The End

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C h a p t e r 2

**[ Night-Time Doubts ]**

_-"Desperate times call for desperate measures, they say. However, I'm yet to see much desperation to defend Corneria; it's almost sickening how easily they're falling."—__**Andross**_

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/\/-\/\

Dimly he could hear a drum roll in the back of his head as he flew his ship down the twisting corridors. Large rings and red bomb canisters impossibly floated in the middle of the corridors as he flew through them, taking any branch in the path at random. At last he reached the final stretch, how he knew this he didn't know, but the feeling was there and as he rounded the final bend, he could see that the corridor opened out into a large darkened chamber just ahead. Feeling a slight sense of déjà vu, he travelled through the last of the tunnel and into the chamber beyond. Instantly he was assaulted with a blinding and dazzling display of colours. Green, purple, orange and blue. Colours seemed to just wink in and out of existence and grow and shrink in fractions of seconds in a display of quantum like changeability.

There was but one thing in the seemingly infinite room. Directly in front of him sat the silhouette of a humungous head. Just how big it was, was impossible to tell against the ever changing background which gave no reference points, but he knew it was bigger than him; possibly bigger than his ship. And then suddenly it was coming towards him, growing bigger until it was obvious that it was indeed bigger than his ship—much bigger. Bigger than house, as big as a battle cruiser. The massive head—which the pilot now thought looked kind of familiar—began to laugh, a deep maniacal laugh that not only shook the head but the whole room. Just then the head moved forward into the light, but just before he could recognize it, James 'Fox' McCloud sat bolt upright with his chest heaving as his eyes snapped open onto his darkened room.

With a deep sigh to slow his racing heart, Fox wiped the sweat off his face and swung his legs out onto the floor. This was the third night in the past week that he'd had such a dream, a dream that was utterly bizarre. He couldn't for the life of him, understand the purpose of floating bomb canisters, or for that matter, the disembodied head. He knew that he recognized it from somewhere. But why the rest of its body was absent he couldn't fathom.

"Bleh, I need a drink." He muttered, stepping out of bed and retrieving a dressing gown to guard against the chilly air. Rapping the fabric tightly around him and doing up the sash, Fox padded out of his quarters and down the thinly carpeted hall. This was one of the few places that actually had carpet on his base of operations; this level was entirely living quarters, and so it was thought that carpet could be spared for those who enjoyed night time walks. Not that Fox really was into them, but after his resent run of nightmares, he'd found himself scurrying down the hall far too often.

A short walk brought him to the end of the hall; and the main lift. The lift could access any of the ten or so floors, including the main control room, and was big enough to move several pallets of equipment from floor to floor. Fox however was more interested in the doors in the walls on either side of the lift. Through the doors was primarily the recreation room, although some of the less formal meetings and briefings were also held there, the room ran around the back of the lift in a horse shoe shape and was perhaps twenty metres wide and thirty long. But perhaps the best thing about the room was the enormous panoramic window that stretched around three sides of it, and as Fox stepped into the left side of the darkened room, he could see the brilliant vista of space.

Far away in the awesome sea of stars was the apparently golf ball sized blue orb of Corneria—fourth planet away from the star and the most heavily populated in the system. About twenty degrees to the right from Corneria was the three pronged yellowy-green nebula which sat in the centre of the area known as Sector-Y. This was the beautiful sight seen out of the port side of the _Great Fox,_ the base of operations of the StarFox team.

This room was Fox's favourite place on the assault ship at night, when the lights were turned off. Directly in front of him—on the port side of the room—was a pool table, which could also be used as a laser-hockey table or table-tennis table with only a few adjustments. From the doorway turning right, towards the front of the craft, a sunken lounge was at the forward-most point of the room. And on the starboard side—out of sight from Fox due to being on the other side of the lift—was a small amount of gym equipment.

But the feature of the room that Fox was currently most interested in was the small bar tucked in between the sunken lounge and up against the back wall of the lift. Aside from the kitchen, at the other end of the hall, the bar was the only place on board the _Great Fox_ were it was possible to get anything to drink other than water. In no particular hurry, Fox walked over and opened the fridge; pulling out a bottle of an alcoholic beverage that his father had been rather fond of. He had never really cared for it himself, so he wasn't sure why he suddenly felt like having some. _Maybe the dream reminded me of father somehow_. He mused.

Pulling out a short tumbler, he poured himself a glass and replaced the bottle back into the fridge. He turned his back towards the sunken lounge, leaning back on the bar and looking up at the huge deactivated LCD display screen that sat overhead. Wondering if there was anything on the Lylat News worth watching, he was just about to take a sip of his drink when…

"Do you have any idea how bad that stuff is for you?" asked a voice from behind him.

Fox jumped a foot in the air, and that was nothing compared to what his heart did. The tumbler in his paw went flying, slipping through his fingers, spilling fluid all down his front on the way down and landing with a clatter on the floor. The glass bounced on the vinyl floor covering, but there was still liquid everywhere. Turning towards the noise, Fox slammed a now sticky paw on the bench; "Don't _do_ that, Peppy! What are you trying to do, give me a heart attack?" he demanded.

"You should be thankful that you don't really have to worry about such things." Said Peppy's voice from the direction of the lounge. "You wait 'till you're my age, then you can worry about heart attacks."

Fox fumbled under the bar and found the light switch. Flipping it on, the lights came on in the bar; the radiant light illumined the red fabric of the sunken lounge. The lounge was a horse shoe shape, with its open end against the window, at the closed end was a small stair that led down to the lower area. The two lines of seats that lined the edge of the lounge were big enough for perhaps twelve people to sit at. In between the two sides was a large coffee table, and on the left booth of seats, with a cup and saucer of tea clutched in his paw, was a salt and pepper coloured hare in his mid forties.

"What are you doing sitting here in the dark anyway?" asked Fox, as he washed his now sticky paws under the tap.

"Much the same reason as you I would have thought." Said Peppy wearily, "Can't sleep, and the view of space is nice."

"It is beautiful." Agreed Fox, as he wiped up the mess on the floor before opening the fridge again; this time pulling out a bottle of fruit juice. He poured himself a glass of the juice and walked over to join his friend, sitting opposite from him across the coffee table. He turned in his seat to look out at Corneria, the time on the _Great Fox_ was synchronized with Corneria City far below on the surface, _it's just a few hours before sunrise down there_, Fox mused as he stared at the blue orb floating in space.

"So what's on your mind, Fox?" asked Peppy, setting his tea cup down on the table and looking over it at his younger friend.

"Who says that anything's on my mind?" countered Fox evasively, he didn't want to seem like a little kid going running to their elder over a bad dream.

"Oh, just because _everybody_ goes around on midnight walks—it's so great for our health." Said Peppy sarcastically.

"You're awake, too." Pointed out Fox, "Why don't we hear why _you're_ up?"

"If you want me to." Said Peppy. "But you first."

Fox groaned in frustration. "It was a nightmare." He said, "Nothing to worry about."

"Nightmares can sometimes be a window into our inner fears." Said Peppy sagely.

"I'm flying down through corridors in an Arwing." Conceded Fox, closing his eyes and leaning back into the couch, "Dad's Arwing." He added, realizing for the first time that he was right; he wasn't flying his own ship. "But there's this giant head that appears at the end of the dream before I wake up. But I can't identify who it is." He finished. "I'm sure I recognize it from somewhere though…" he said as he looked over at Peppy who was wearing a thoughtful expression on his face.

"What about you then?" asked Fox. "You've heard my reason for being up at this somewhat less than pleasant hour of the morning, what yours?"

"I haven't been able to sleep all night." murmured Peppy, "I can't help but feel a singular feeling of foreboding—something big is going to happen, or is already happening. Something defining in the War."

Fox felt a chill at the hare's words, Peppy had great insight into the climates of situations, and he was rarely wrong about things such as this; Fox wondered if he wasn't secretly psychic. "A battle or an invasion of some sort?" he asked.

"I would assume so." Answered Peppy.

The two of them sat in silence for a while, each taking the occasional sip from their respective drinks, "Do you really think that we can beat Andross?" asked Fox at last.

"Us as in StarFox? Or us as in Corneria?" asked Peppy.

"Both, I guess." Said Fox after a short consideration.

Peppy looked thoughtful as he placed his cup and saucer onto the Coffee table, "I know General Pepper," he said, "I know he'll have some plan towards Andross, it isn't over yet as far as the war is concerned, he's been pulling back troops from every planet that we've lost. Regrouping them and preparing for a defence of Corneria. Andross Forces can't be infinite, so I suppose the General is trying to ware them down as much as possible, leaving them open for counter attack.

"As for us… as I told the General before we came out here, we're ready to be used if we must be. But I can't see us on the front lines anyway. The General knows as well as we do that we are merely four fighters. I expect us to be sent on covert strikes, or interception missions, but not on the main front."

"We'll be behind the scenes on some crucial mission so that the Cornerian Army can take all the glory." Laughed Fox, "That'll be right."

"Being merely four ships has its advantages as well as its disadvantages." Reminded Peppy. "While even with Slippy's numerous upgrades, the Arwings are not designed for open warfare. They're fast and light, with a small payload of bombs and medium lasers—the typical equipment of interceptors. The important thing to do is to know what you're limitations are, and work within them."

"Slippy still thinks that he can rig photon cannons," Noted Fox, "And he's currently working on using the G-Diffuser to increase shield output."

Peppy nodded, "If he _can_ arrange that, we will be looking much better for open combat." He said, "But you couldn't send four fighters through an area like the Venomian Defence Fleet for example."

Fox was thoughtful for a moment before saying, "Falco still thinks that we should have already offered our services in the war."

Peppy shook his head, "There are no second chances on the battle field, Fox." He said. "You boys haven't seen real combat yet; you don't know what it's like, we'll need every scrap of training and more before I'll consider it's safe for us to enter the fight. And you three are just not ready yet, in battle you need every edge you can get, Falco is a great pilot, but he still lacks discipline…"

"And probably always will…" muttered Fox under his breath. Peppy continued as if he hadn't heard him. "…and without that he will get into trouble. Slippy… well he's better than your average fighter recruit, but we all think of him as engineer extraordinaire first, and pilot second."

Fox snickered slightly, Slippy wasn't a bad pilot, but he wasn't a brilliant one either, and like the saying about creating your own luck, the gremlins seemed to follow him around every time he stepped into a cockpit. "He tries his best though." Defended Fox.

"As we all do." Agreed Peppy, "But we need to _do_ our best, not _try_ our best." He sighed and closed his eyes, leaning back into his seat. "I don't want any of us to end up like James…"

"Father wasn't killed because of lack of flying skills; he was killed because Pigma betrayed him." Spat Fox.

"I know, Fox." Said Peppy placating, "But I don't wish for another team-mate to die, not on my watch." Pain was written all over his face, and Fox was shocked to realize he'd forgotten that Peppy had known his father even better than he had.

"I'm sorry." Mumbled Fox, humbled, "I just hate to hear people talking about Father's death. I know that people make aspersions that it was because he was fighter jock that couldn't hack it when things got a bit hot."

"That is, unfortunately, the view that that most of Lylat holds of mercenaries." Said Peppy solemnly, "Perhaps deservedly, there are not many people with morals as strong as your father's, many of them, like Pigma, are only interested in what money they can make out of a situation."

"I _still_ just don't understand it." Said Fox, "Pigma always seemed so cheery, it seemed impossible that he would even _think_ of betraying you or father."

"I know," said Peppy, "I have spent a long time since I escaped from Venom tying to work out where Pigma went wrong. But I just can't, I don't know whether he was always working for Andross, or whether he was approached quietly and won over… all I know is that he was unusually jumpy on our last mission." Peppy looked down into his lap. "Sometimes I wonder if I could have seen what was going on earlier; protected myself and James before…" he trailed off into silence.

"Well, I think it's probably time for me to go back to my room and try going to sleep again." Said Peppy suddenly, draining the rest of his cup of tea and standing up. "So I'd advise that you get to bed soon too."

"Fox rolled his eyes. "Yes _Dad_." He said, stressing the second world. Peppy hesitated slightly at the comment. Fox blushed slightly and averted his eyes. "Sorry, Peppy. I've always considered you like a second father after… well, y'know." He said.

Peppy smiled, "Thankyou for saying so, Fox. I'm honoured that you think of me that way. You'll always be like a son to me." He said as he stretched slightly and walked over to put his empty cup on the bench—Rob would be there to clean them up in the morning—And turned toward the door. "Good night, Fox." He said as he walked towards it.

"Goodnight!" called Fox after him. With a sigh, Fox looked out the window again at the brightly glowing blue orb of Corneria. He had been there, planet side when he'd first received the news about his father's disappearance and subsequent death. He had been attending the Cornerian Military Academy; following his father's steps in military training. His father had insisted that the military training was an important step; teaching many things that other options wouldn't. But nevertheless he had always planned on leaving the army after he'd graduated—to fly with his father in the elite StarFox.

But at sixteen years of age, that dream had been shattered for ever. He had been on the way from his Astrophysics class, to a standard class in self defence when he had been paged to report to the headmaster's office…

* * *

"…_I repeat, James McCloud Junior, report to the headmaster's office immediately." The announcement rang over the heads of the bustling cadets travelling between classes. A sixteen year old Fox McCloud left the group of friends that were still calling after him, jokingly wondering what he was in trouble for. Truth be told, Fox was a bit miffed himself. His behaviour had been good—reasonably—and he hadn't been in any fights—recently—either. On the other hand, he wasn't particularly sad about missing self defence anyway; mainly because he wasn't very good at it—he was constantly beaten in it by, former friend, now more of rival, O'Donnell. So all in all he had trudged most of the way to the headmaster's office in reasonable spirits._

_In hind sight, Fox should have realized that something was wrong when he had walked into the Headmaster's office and seen General Pepper standing behind the desk instead of Captain Granthorp. Perhaps he had on some level. But his response was merely a hesitant, "Reporting as ordered, sir."_

_The General had turned away from the coat of arms behind the desk slowly and faced him. He looked weary as if he had a heavy burden on his shoulders. "Fox…" he had said._

_Fox had known then that something was definitely wrong. While he knew the General personally through his father, the General always used formalities when they where out in a public setting. Thus, with the general dropping in unannounced on the Academy and using Fox's preferred name, and with his father away on a mission, it didn't take an Einstein to work out what must have happened. "No…" he whispered, fighting back tears and determinedly staying in military posture. But he couldn't hold back the words. "No it can't be true…"_

"_Nothing is confirmed yet." The General was quick to say. "We're currently just listing them MIA. It's just that their report _is _long overdue, and we haven't heard from them." But he didn't sound very hopeful, and considering that he would know the mission profile better than anyone else—thus what StarFox was dealing with—it didn't raise Fox's hopes much either._

_Dimly Fox was aware of Pepper saying that he should return to study, and that he would contact him if there were any further developments, but he wasn't really listening. Nodding at the General's words, he roughly saluted and mumbled a quiet, "Thankyou for informing me." Before turning to leave. However just as his paw reached the door activation pad, the General's communicator rang. "Hold on Fox, this might be something." Said the General as he snatched the communicator off his shoulder strap. "Yes?" he answered briskly._

_The Fox listened intently to Pepper's side of the conversation. "Yes…yea… what?! Are you sure it's him? Yes, but he's alone?... When was this? Just then? Good, get him into a private room and tell him I'll be right there." Pepper hung up the call and turned back to face Fox who was still frozen by the door, hoping against hope that he knew who _'he' _was. Unfortunately he was only half right. "Peppy Hare has just been checked into the Cornerian base's infirmary. He refuses to speak to anyone but you or me. Come, we will go at once."_

_

* * *

_

Fox sighed as his reminiscing came to an end. He and Pepper had gone to the base; Peppy had looked like he'd been through Hell and back. His flight clothes were stained and tattered, and he himself was bruised and bloodied. Upon seeing Fox his face had broken into one of relief, then sorrow as he informed the two of what had happened. How he and James and their third pilot Pigma had snuck into the atmosphere of Venom. How Pigma had sold them out. How they had been captured and imprisoned by... none other than Andross. It had been then that Fox had vowed to take down Andross if it killed him. And thus he had dropped out of the Academy, and he and Peppy had reformed the old StarFox squadron and had spent the last two years training for war. They'd uncovered two more pilots, Falco and Slippy, and the dreadnaught class assault ship that his father had ordered before he died had also been completed in that time. The StarFox team had named the ship in James' honour, ­the _'Great Fox';_ the very ship in which Fox now sat. They had flown over to the inner edge of the asteroid field where they now based themselves for training.

Peppy had devised a gruelling training regime made to test all four of them to their limits, so far the team as a whole were doing well, and under Peppy instruction, Fox had gone from a talented recruit, to one of the best pilots in the Lylat system. But Fox was still unable to beat their avian pilot in simulated combat. As much as he hated to admit it, it seemed that Falco was just a tiny bit too good for him.

'_No,'_ he shook his head. He had promised himself: one day he would be a better pilot than anyone, even Falco. With that in mind he gulped down the rest of his drink. Fox took one last look at the beautiful vista out of the window as he rose to his feet, before walking over to the bar and putting his glass down along side Peppy's. Then without looking back he walked out of the room and back to his room, if Peppy _was_ right, Fox could probably use all the sleep he could get.

* * *

Meanwhile, far away over the sandy surface of the third planet of the system, an elderly green lizard sat in the command chair of a large round attack ship. He was Colonel Vawsknech, the Venom commander in charge of Andross' most recent assault. In fact at this moment he was in contact with the emperor himself. "What is it?" snarled the ape as his head appeared on the screen.

The commander's first instinct was to shrink back from the terrifying stare of Andross, but he forced himself to remain firm. He—all the army were terrified of the powerful scientist, Andross after all, wasn't the most forgiving of people, and failing him usually meant death.

But on the other hand, Andross seemed to admire, or at least respect those like Commander O'Donnell, People who would dare to stand up against him. Ranks seemed to come to those kinds of people, though only as long as they didn't go to far; the trail of dead officers who'd chosen the wrong thing to argue about attested to Andross' dreadful temper. Thus one had to have rather good judgment.

So swallowing heavily, Vawsknech gave the best bow he could while seated and then sat up stock straight, trying not to look too intimidated. "We are in position, my emperor." He reported.

"I take it the radar jammer is activated and working." stated emperor Andross, the simple question conveying a thinly veiled threat.

"Yes sir. It is functional and it seems… uh… it _is_ working." replied the lizard as he remembered that Andross only liked definite answers. "The Katinan military is completely unaware of us."

"Very well, Proceed!" snapped Andross, his mugshot disappearing from the screen.

Breathing a sigh of relief, the commander switched to a tight beam channel to the other two members of his fleet. "This is the _Saucerer_ to warships _Conquest_ and _Exterminator_. We are going ahead as planned; you all know the orders, spare no one." With those words the other crew on Vawsknech's bridge propelled the craft forwards toward Katina, releasing a company of fighters to fly on ahead of it. Like a pair of gigantic missiles, the two long battleships moved after them.

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**Sorry about the long wait everyone. I'm trying to get my family to beta read these Chapters before I up-load them; try and reduce the stupid mistakes which I'm rather good at. But unfortunately it's like trying to get blood out of a stone. Please report any errors/inconsistencies that you find and I'll endeavour to fix them, please be aware though that I use a Australian/UK dictionary, not a US one. Hewl Fawr!**

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	3. The Invasion Of Katina

**Stars Of Lylat**

The Beginning Of The End

* * *

C h a p t e r 3

**[ The Invasion of Katina ]**

_-"With your radar jammers you have no chance of detection—squash that base."—__**Andross**_

/\

/\/-\/\

Major Russel Case was the commanding officer in charge of Katina Space Force Base. He had originally been stationed on MacBeth, and although his group had been forced to retreat from the base when Andross had attacked there, his efforts had allowed the civilian scientists on the base to be evacuated. And thus General Pepper had reassigned him here. At the moment though, he was less interested in his recent military activity and more interested in his good night of sleep—or lack there of.

For the third consecutive night, Case found himself walking towards the flight control room at around three in the morning after not being able to get to sleep. _Maybe all this active duty is getting to me..._ He thought grimly, rubbing his eyes again as he stopped outside the radar control room. He placed his key card into the locking mechanism and entered a short code. With a slight whir, the doors slid open and Case stepped in, squinting into the duller light of the radar room. All of the radar operators glanced up to see the new arrival. "Good, morning sir." Said a couple of them before turning back to their screens.

"Says who?" grumbled Case, depositing himself into a chair behind a radar screen. "Any activity in this sector?" he asked.

"Aside from a sand storm on the other side of the planet? None at all." Replied one of the radar operators, "It's almost too quiet."

"Bleh! Don't say that, you'll put a jinx on us." Said Major Case

"A jinx sir?" snorted one of the other radar operators, "Jinxes don't exist, sir."

"If jinxes don't exist then fate has a very strange sense of humour. It likes to wait until you're sure that nothing can go wrong and then turns on you." Said Case. "Why on MacBeth we…"

"Hold on sir! I've got something on radar!" cried one of the radar crew from across the small room. "It's moving fast over the city and coming straight for us."

Major Case sprang to his feet. "Bring up the searchlights in that sector," he ordered, "And pull all video from that area as well." The main screen flickered on, showing an image taken from the ground looking up at a starry patch of sky for a second before at least a dozen searchlights lit up the area and began scanning—their ambient light drowning out the stars. The members of the room looked on with baited breath as the searchlights moved across the sky, Russel bit his lip as a solitary bead of sweat made its way down the fur on his forehead.

The searchlights danced across the screen before one of them flashed across a dark grey shape. At once, all twelve lights focused on the object and showed it to be…

…A native Funga bird. The five metre wingspan bird started in the light and dove towards the ground. Russel let out a breath he hadn't realized he'd been holding as people around the room let out shaky laughs. "False alarm." Concluded Case. "Okay, begin wind down procedure for the lights and…" his sentence trailed off into a strangled gasp as the Funga bird escaped from the beams of the search beacons and the lights instead illuminated a massive Saucer shaped space craft. "By the…" gasped Major Case.

One of the quick thinking radar operators switched to a thermal satellite image over the base. There, displayed on the screen, about eight kilometres away from the base was the huge circular shape of the space craft, it was at least two hundred metres across. Big enough to hold over three hundred _Invader II_ Venomian attack craft. But even more frightening where the two dreadnaught battleships flying directly overhead. "What the?" gasped someone before the entire base shook from a cannon strike.

Major Russel Case struggled to his feet, untangling himself from his chair. "Bring the shields up to full power. Sound the Alarm! All personal to their stations!" he shouted, "Contact General Pepper and activate the surface to air defence systems. And GET THE FIGHTER CREWS TO THEIR FIGHTERS!" he bellowed.

Klaxons began to blare as the two battleships fired another volley of cannon fire and the base rocked again.

* * *

William "Bill" Grey sat bolt upright in bed as the world shook violently around him. Klaxons blared and red lights flashed. "What the heck?" grumbled Bill, struggling out of his bed. He glanced around at his wide eyed room mates who were also struggling to untangle themselves from their bed sheets.

"I'll take it this means that we're under attack." Said Bill, his dry humour belaying his fear of the situation. All five of them where new recruits from the academy; this would be their first time in live combat. And though Bill had flown countless simulations and graduated top of his year—with the highest score since the legendary James McCloud himself—all the veterans he had ever spoken to had told him that live combat was nothing the same, and he was quite nervous about his first time, or rather he was down right terrified. But as his military training kicked in his voice was perfectly calm. "Lets go." He said.

The five room mates dressed in record time, and sprinted down through the bustling corridors to the hanger. "How long do you suppose we have until they get here?" Bill asked his closest friend out of the five, Thomas Whitmore.

Another colossal bang echoed through the halls as the world shook again. People around them in the corridors where thrown to the ground as Bill managed to grab the wall for support. "Scratch that, sounds like they're already here." He said as the rest of his companions picked themselves of the floor. "That's affirm." Nodded Tom. Out of the five of them, Tom had passed with the lowest score from the academy, but given the dreadful bullying he had been given over his people's traditional temperament, that was perhaps understandable.

As the five pilots passed into Hanger, they where swept up in a hive of activity. Mechanics and ground crew swarmed over the fighters that where being prepped for launch; some hadn't even changed out of their pyjamas in their hurry to get down to work. _That's the problem with this sort of operation._ Reflected Bill, _The pilots can only launch as fast as the ground crew is ready for them to._

"Look, over there." Said another of Bill's companions, Gwin Jones. Bill followed his outstretched finger to see the Major, Russel Case, giving a stand around briefing to a group of about fifty or so pilots. "All right, lets go." Said Bill turning to run over to the crowd.

"What's happening?" whispered Bill to one of the other squad leaders at the back. "The Labrador Squadron was on standby, they're already in the air." Whispered back the other pilot, "But the battleships have mounted cannons and they're keeping them at bay. At least they've drawn the fire away from the base though."

Bill felt his eyes widen in shock. "Battle_ships?_ As in plural? Just how many are there?"

"Shh." Hissed another pilot.

"…The attack saucer seems to be hanging back for the time being," Major Case was saying, "So husky unit, you're first priority is to take down those Dreadnaught battleships. Bulldog unit, you're on the fighter escort."

"Sir, What about missiles." Asked a pilot from near the front of the group. "Are we still using those test ones? We're going to need secondary weapons if we're taking on dreadnaughts."

Case hesitated, "As you know, the new type of missiles are a bit temperamental, we have had to take them off during storage for safety reasons, We expected to have more warning of an enemy attack; giving us a chance to redeploy them. As it is…"

"You mean we're going into active combat against capital ships, with no missiles?" asked another officer.

"Believe me; I don't like it any more than you do." Said Case uncomfortably, "But that's the way it is. Squadron leaders prepare for launch. Good hunting, dismissed."

"Just great." Said Bill rolling his eyes, "Combat without secondaries… no problem, lets do it!" he said to his room mates. His Squadron mates. As the second highest ranking graduate from the Military Academy in history, Bill had been straight away given the rank of squadron leader over his old class mates. On the Katinan bases, each squadron was assigned their own room, so as to socialise the people who would fly together as much as possible. Thus the people Bill bunked with, he also flew with.

Bill climbed into his fighter trembling with excitement, this was it, after several weeks of training and waiting for Andross to attack, he was getting into his fighter for real combat for the first time.

"Husky Unit," said a voice over the radio system; labelled as Husky leader on the Heads-up-Display, "This is you're captain speaking, please insure that you're seat back and tray tables are…"

"Oh shut up." Said another voice labelled Husky one.

"Geez, Some people, no sense of humour," muttered the first voice again, drawing a few laughs, including Bill's. "Okay, this is Husky Leader, all fighters give me you're status—in _order_—before I give you back to your squad leaders."

"Husky one, standing by. Husky two, standing by. This is three, standing by." The radio chatter went. The arrangement of the squads on Katina was very simple. The Wing Commander—Husky Leader, in this instance—was in charge of the different flight units—each made up of 31 fighters including the Wing Commander. Then the first six numbers of the squadron where given to the squadron leaders who each commanded four other fighters. Thus Bill was Husky Six, while his Squad mates; Tom Whitmore, Shane McGrath, Glen Warne and Gwin Jones where Husky twenty-seven, twenty-eight, twenty-nine and thirty respectively. "Husky four standing by. This is husky five, standing by…"

"Husky six standing by." Reported Bill, before the count moved on to Husky seven. At last after Gwin reported in as standing by, Husky leader said, "Alright, Squad leaders, prepare to move into the launch tube."

Having completed their last minute checks, the ground crews scurried away from the fighters as one by one the craft were automatically taxied onto the launching catapult. Like a shot, the first group was fired out of the launch tube, and the catapults travelled back down their tracks and into position as the next group were being taxied up.

"Are you guys ready?" asked Bill on a squad only channel as Squadron three launched. "As ready as we're going to be." Responded Tom.

"Good, that means yes." Said Bill, his paws tightening on his flight controls as he did a quick scan over all of his instruments, since it had just been checked, and his craft hadn't even left the ground yet it was probably unnecessary, but it made him feel better, regardless.

At last as Squad five launched, Bill lifted his craft slowly into the air and moved it on directional thrusters only into the launch tube, at once, the computer took over, guiding his craft down towards the launch track even as the catapult came racing back. "Husky squad six. Give a go, no go for launch." Spoke a voice over the radio, just as Bill's craft shuddered slightly as the launching mechanism latched on it

"Are you all go, guys?" Asked Bill. Four green aircraft came up on Bill's squad states display as his wing mates activated their friend or foe beacons. The signal for all green. Activating his own beacon, Bill opened a channel to flight control and said in the crisp military voice that all recruits into the academy where taught. "This is Husky Wing, squadron six, we're go for launch."

With his left paw, Bill grasped his throttle as his launching catapult began to speed up the launch tube, in five seconds flat, he went from stationary to his launch speed of over eight point three kilometres per minute. With a sudden jolt the catapult detached from his craft and he jammed the throttle into full. Like a shot his fighter screamed out of the launch tube and into the night.

* * *

"How are we doing? Are all the fighters in the air yet?" Asked Major Case as he grabbed a head set and sat in behind a radar screen, which were displaying the thermal satellite images since the radar was still being jammed.

"Husky Squad six and Bulldog Squad six have both just launched, sir." Reported lieutenant Keeves.

"Good, hopefully that should even up the score a bit." Said Case. "Tell the Labrador and Bulldog Squadrons to draw the _Invaders_ away from the base.

"And tell Husky squadron to take care of the battleship's weapons first."

"Yes sir." Replied Keeves.

* * *

Cannon fire streaked ribbons across the black sky, the green of the Katinan anti-air cannons and the scarlet of the Venomian attack cannons glowing brightly against the stars and the targeting lights. Missile trails wound through the battle as they had travelled after the fighters that they had locked on to, and the fighters themselves flitted around like gnats around a candle. It was a nightmare of a place, filled with chaos and destruction. "Watch it boys," called Husky leader to Bill and his group as they levelled out at two hundred metres and turned to fly into the melee. "We count thirty-five to forty-five _Invader II's_ the other groups are trying to draw them off, but watch your back. And keep an eye out for missiles too; we've already lost eight and seventeen to them."

"Roger that, sir." Said Bill

"I've seen good things from you, Grey; don't disappoint us."

"Thankyou sir, I'll do my best."

"Husky group, this is base leader two, squad six and four, you guys are on the missiles, everyone else, you're on the cannons."

"We're on it." Said Bill as he pulled his craft into a lazy loop towards the battleship, for the first time he could clearly see their opponent. High above the mushroom shaped base, sat the two dreadnaughts. They were at least two hundred metres long, flared out into engines at the back and pointed into a peel-back missile bank at the front. In the middle was a large bulbous gunner's pod with cannon turrets on the top and on the bottom. They almost looked like giant deadly bugs. And behind them sat a dark grey saucer of death, its blasters offline at the moment, but one just had to look at the ship to be awed. At five hundred metres across, it sat over the desert sands, spinning slowly in the light of Katina's two moons, which had now poked over the horizon.

Swallowing down the bile that had built up in his throat, Bill spoke to his wingman, "Okay guys, let's spray these bugs shall we? Tom, Gwin, stay back in flanking positions, Glen and Shane, lets get 'em." With his left thumb he toggled on the boosters and his craft shot forward towards the battle ship closest to the base.

"Let's hit them hard and fast, target the missile bank." Bill cried, with a practised ease he lined up the missile bank and fired. The shots glanced off with no visible effect at all. "Oh damn, not good." Said Bill. As if realizing it was being attacked, the missile bank opened up, and primed several missiles for launch. "Dang… scatter!" cried Bill a second before the missiles fired.

At least a dozen missiles rocketed out of their launchers and streaked towards the scattering formation. Bill looped under an enemy fighter into the middle of the melee between Bulldog squadron and the Venomian forces as warning indicators and alarms went off in his cockpit. "Look out Husky six; you've got a missile on your tail." called one of the other Katinan pilots, tagged as Bulldog two. "No kidding." muttered Bill as he tried to evade the missile that had locked onto him when he and his squadron had broken away from each other.

Bill tried all the tricks; he tried a half loop and sharp turns. He tried boosting and air breaking, but the missile dragged along behind him as though it were attached a tow cable. In the end it was freak luck that saved him. An enemy fighter, trying to evade fire from one of Bill's friendlies had skimmed straight into the path of the missile. Before the pilot or the missile's computer guidance could work out what had happened, the two collided in a respectable fire ball. "Damn, those things are like shadows!" he said as he blasted a fighter that travelled through his sights.

He looped back around towards the battleships which had begun to fire on the base once again. "Form up and report in guys, what's your states?" he asked his squad.

"I've taken some damage but I'm still green." Reported Tom.

"I'm still here." Called Glen Warne.

"I'm green." Said Shane McGrath.

"……"

Bill waited. There was no word from Gwin. "Gwin? Gwin Jones? Report in Gwin…" he happened to glace down at his instrument panel; Gwin's indicator was missing. There could be only one reason for that; Bill's squad had suffered their first loss in the war.

"Look out boss! Fighters coming at us!" called Glen. Bill brought his fighter around to see the enemy formation heading their way as his remaining squad mates formed on his wing. "Hey, Grey? Where's Jones?" asked Shane.

"He's gone." Said Bill tightly, eyeing the approaching formation with clenched teeth. He didn't hear his squad mates exclamations of shock; his mind was travelling into the past, far away from the battle at hand. Years ago, before the beginnings of the war, before Andross had come back into the picture. When he had still been at the academy, he had been best friends with one James McCloud Junior, or Fox as he preferred to be called. Fox was the son of accomplished pilot, James McCloud Senior. Though Bill was almost equal with Fox in skill on a good day, Fox had three things that Bill didn't; a heritage in flying, more refined instincts, and a knack for snatching victory from the jaws of defeat. Bill couldn't remember the amount of times that he'd been about to shoot Fox down in one simulation or another, only to have Fox pull some ridiculous stunt or squeeze through some gap that Bill wasn't even sure he should have been able to fit through to escape. One day after such an occasion, He had asked Fox how he kept on doing it. After joking about how he'd have to kill him if he told him, Fox had quickly gone sober and said: _"You need to be able to get into your zone, and then everything just seems to happen. I like to think of what I fight for."_

"_And what _do_ you fight for?"_ Bill had asked Fox.

Fox had said nothing for a long time, _"My father is the best pilot in the system." _he had answered at last. _"I fight to be like him, someone who'll make him proud."_ At the time Bill had scoffed him off. Now, as he tore through the enemy formation and raced past the battleship, peppering it with fire before turning back towards the fighters again, Bill knew it to be true. Here in the whirl of chaos and confusion that was battle, the difference between soldiers was the power of their will, and the only people with strong wills where the ones with something to fight for. Wether it be for their family or their friends. Or for the Lylat system or for their hatred of the opposition, the ones who where successful on the battle field all fought for some grater purpose than simply shooting down opponents. And in Bill's case, He fought to avenge the deaths of all the people who'd lost their lives in this war. From the father of his best friend, James McCloud, to the most recent, his squad mate Gwin Jones.

* * *

Major Case watched the battle above the base via the thermal radar system—it was not looking good. "Sergent, we need a head count." He said to one of operators, "And scan the Battleships for damage, we need to know how much we're doing…"

"Sir!" cried lieutenant Keeves from across the room, "The saucer carrier is advancing into the outer battle zone!"

Russel chewed his lip, "Sergent, that head count?" he demanded.

"Not good sir. We've lost forty percent of the Husky and Bulldog wings and ninety percent of the Labrador wing."

"Damn!" Russel cursed, he sighed, "Right, open me a fleet wide channel." He said. He ground his teeth noisily; though the Bulldog Squadrons efforts had wiped out most of the _Invader II_ fighters, between those and the battleship's missiles, they'd lost more than half their flight group in only minutes. Worse, Russel was sure that the only reason that the Saucer was entering the fray now was to release more fighters. "You're on, Sir." Said the Sergent.

Russel nodded and switched on his headset, "Squad leaders, we have incoming! Bulldog unit, don't let them through, Huskies and Labradors, you're still on the Battleships."

"What's your shield status base one?" That was Husky Leader.

"We're still holding good at seventy-two percent." Replied Russel, "You guys are the more pressing issue at the moment. You must try to preserve your numbers."

"Hey what do you think we've been doing? Dancing a tango or something?"

"What about the battleships sir?" asked another Voice, if he wasn't mistaken it was William Grey who had graduated at the top of his class from the Cornerian Flight Academy. "Have we damaged them at all?" he asked

Russel looked down at the printout he'd just been passed on that subject and grimaced. "The battleship designated 'Battleship A's shields are still holding at ninety-one percent, Battleship B is at ninety-four." He told them.

At that moment, lieutenant Keeves called out, "Sir! Enemy carrier is launching fighters, we count twenty… correction thirty, no fifty ships."

"Heads up Bulldogs, coming your way." Said Russel, he just hoped that the Bulldog's depleted forces would be enough…

* * *

Adam Mitchell flew under the number Bulldog two. As an experienced member of the Katinan Space Forces, he'd seen some combat through Katina's internal peace keeping, but never had he been involved in a battle such as this, Cannon fire from the two battleships shred the dark sky as the main base radioed up more good news. _You gotta be kidding me? Fifty ships? The last _forty_ wiped out half our group!_ He thought grimly. "You still with me, Hobby?" he asked his only remaining squad mate.

"Still here Mitch." Came the response, "I heard, let's get 'em!"

Adam flipped his fighter around and sped toward the incoming _Invader II's_, squirting shots into them like clouds of rain he was joined by the seventeen or so other fighters as together, they desperately tried to keep Andross' forces of the other two fighter wings and their base. Ivan Green, their Wing commander boosted on ahead into the thick of the fighters, Adam looked away for a moment to blast a fighter that had strayed close enough to his sights, he looked back at his wing commander, just in time to see him collide with an enemy fighter—both fighters vanished into the fire ball. That meant—seeing as Husky one had been shot down earlier—that he was in command of the remainders of the Bulldog unit.

"Form on my wings, stay in formation no matter what; we'll chase these guys down one by one if we have to." Adam said. "Lets go!" bringing his fighter around in a slow curve, allowing the other fighters to stay in formation he punched the boosters and tore after the advancing enemy group who were making a bee line to reinforce their battleships. "Oh no you don't!" muttered Adam, lining up one of them and squeezing the trigger. The enemy ship disappeared in a flash.

"We cannot let them reach the others, Sir!" said one of the other pilots in his squad.

"I know, lets gun it men." Said Adam jetting off after the Venomian fighters.

* * *

"Enemy battleship A's shields, still holding at eighty-three percent." Reported the base. It was everything that Bill did not want to hear. He'd Just lost another of his Squad mates; Shane McGrath had just been shot out of the sky, and they still weren't making any head way.

Bill shuddered as another fighter vanished under the explosion of two more missiles not twenty metres away. "Glen, Tom, Let's go! We've got to get rid of those missile launchers." He said as he looped around to find himself face to face with the nearest battleship, designated Battleship B. "Alright guys, don't break off until you can see the rivets on those launchers." He instructed as his two wingmen formed into flanking positions.

As one, the three fighters fired, burning a deadly rain of lasers at the battleship, but once again they were thwarted by the shields and armour of the larger spacecraft. "Damn it!" cursed Bill, "This is getting ridiculous. We're barely scratching it!"

"If only we had missiles, we could launch one through into the engines. Blow it up from the inside." Commented Glen.

"Yeah, well we don't have missiles," snapped Bill, "So unless you're volunteering to try and land in one of those things, blowing it up from the inside is…" he broke off into an 'ooh' as a wonderful idea occurred to him. _They_ didn't have any missiles, but the battleships did. Dozens of them. "Guys form up. We're going in again." He said.

"What's going on, Bill? You're up to something." Said Tom.

"Just fire the retros and prepare to fire on my mark." Responded Bill as the other two formed into flanking positions again. They veered off toward the second battleship, lining up with its head again. "Okay guys, hit the retros." Said Bill firing his own. The fighters slowed to half their speed as they closed in on the battleship. "This is the sort of thing that you would have thought of half an hour ago, Fox." Muttered Bill to himself, then at battleship he whispered: "C'mon baby, open up now, come on… c'mon you useless heap of junk so I can blow you clean out of the sky!"

As I in response, the missile bank trembled and then the two halves began swing back open. Bill gave it half a second to fully open and then bellowed "MARK!" as he pumped his own trigger as fast as he could. Shot after shot from the three fighters blasted into the ranks of missiles primed in their launchers, after less than two seconds, the missiles' primitive launch shielding failed and one of the missiles exploded, which in turn, detonated all of the missiles around it, which blew off the entire missile system and all of the rest of the missiles housed behind it, severely damaging the front of the craft.

"Yee haw! That did it! Cheered Bill as the three fighters pulled up over the almost crippled dreadnaught.

"That's the way to do it, Boss!" cheered Glen, "You show 'em what happens to people who mess with Ka…" he was cut off as the battleship they'd just damaged, fired at point zip range and vaporized his craft with it's top cannon.

"Glen!" cried Tom at the same moment Bill shouted "No!" he couldn't believe it, three of his wingmen were now gone, it was worse than his wildest dreams. It was at this moment that Bill realized that they could not destroy Andross' forces here; the best they could hope for was to drive them into retreat and try to rebuild before they tried to attack again. "Form up, Tom." He said heavily. "The show must go on. Cover me!"

"Husky wing." Came Major Case's Voice, "We've just taken a reading on Battleship A—the one that Six's group just hit. Shields at seven percent, destroy it before they can regenerate. And Good job, Grey."

"Husky Unit, to me!" called Husky leader, "We'll attack in formation." Bill and Tom reacted immediately, arching around and forming on their wing commander's flank. It was depressing how many people where missing from the formation, aside from Bill, there was only two other squad leaders left; Husky two and Husky four, and more than half of the other ships where gone too. And even as they formed up, Husky two vanished in a bright flash.

"Alright boys, Fire as we fly by, fire at will." Said Husky Leader as together the fighters lined up the larger Battleship. Fire blossomed across the bulbous belly of the weapons pod as the fighters poured their blasters into it. As they reached it, fighters flew above and below, shooting at it until the last second.

"Shields down to three percent!" announced the base excitedly.

"One more pass, move it guys." Said Husky leader as he began to loop around, but then came bad news, "Husky boys, this is Bulldog two." Announced the radio, "You have incoming!"

"Oh lovely, Just what we needed." Groaned Bill.

"Can it Grey." Said Husky leader, "Break formation and attack the battleship whenever you have the chance."

"You got it," said Bill, before switching to a squad only channel. "Tom, stay on my wing, we'll loop around and make another run." Breaking out of formation, he boosted out of the path of the incoming fighters and slowly circled around toward the battleship again. "Okay Tom, lets finish off this tin can." Said Bill with a smile, an evil smile but nevertheless, it was the first smile he'd given all morning. It was time to take care of the battleship; finally _they_ would be the ones on the front foot.

"Negative, Negative." Called his squad mate urgently, "We've got three _Invaders_ coming in on an intercept course." Bill looked up to see Tom was right, a delta formation of _Invader II's_ where indeed trying to cut across their right flank. "Damn! Why now?" gritted out Bill, hitting the retros and spinning around to face the fighters. Picking one of them out at random, he launched toward it in a deadly game of chicken, both fighters fired at each other mercilessly, but Bill's lasers cut through first. At a range of only eighty metres, just as Bill was thinking of pulling up, the _Invader II_ exploded under the onslaught of Bill's Cornerian fighter. Its right wingman blew up too as Tom's blasters shredded it. The third fighter was torn to shreds by blaster fire from the side as the Bulldog unit re-entered the fray. "Good timing Bulldogs." Said Bill on the global channel.

"You're welcome Husky six." Said the voice that Bill recognized from before as Bulldog two.

Bill was just about to turn back to the battleship when he saw Husky Leader zoom past him, trailing two _Invader II's._

Jerking his fighter around to follow, Bill boosted after him. "Husky leader, this is Grey, I'm on your tail, break to the side and I'll cover you."

"Negative." Replied Husky Leader resignedly. "I've just lost thruster Control, take out that other battleship, I've got this one, you are in command now Grey!" Bill watched in stunned silence as with the last of his thruster power, Husky leader, altered his course straight towards the battleship. With the two fighters still firing at him, and with a last defiant scream, the Husky Leader rammed into battleship's weapon's pod and disappeared under fireball, half a second later the entire battleship went up as the shields finally failed and the weapons pod vaporized, taking the rest of the ship with it. The massive explosion was so bright that it lit up the area around the base like daylight, and Bill had to look the other way lest he get blinded.

As the fireball faded away, a sudden feeling of loneliness swept through Bill, he was no longer just one of the many pilots, he was now in charge of the entire wing, and the entire fate of the battle with the remaining battleship lay in his paws. To him fell the task of destroying two more massive craft that had so far taken out more than half of their own.

"Squadron leader, this is base one. That enemy attack carrier is heading directly towards the base, we're detecting huge energy readings coming from that thing; we think it may be some sort of plasma weapon."

"Then let's take it out before it takes us out." Said Bill, "Husky Unit, ignore everything else, concentrate all fire on that mothership!" flying over the flaming remains of the battleship they'd just destroyed, Bill boosted away towards the steadily advancing flying Saucer; it's form barely visible through the night.

* * *

It was a calm morning on Corneria, People went about their daily business, small unevolved birds flew over the streets of scooped up crumbs off the ground. The air was full of the noise of hovercars beeping at each other from where they were stuck in the peak hour traffic jams. Looking at this, one could almost forget there was a war going on as close as a few hundred thousand kilometres away. But indeed it was, and General Pepper was the one in charge of trying to coordinate the Cornerian part in it.

General Pepper was a light coloured blood hound in his mid fifties, his uniform was red and his face was stern but kindly. He was looking over a holographic map of the Lylat System in its current arrangement. The orbits of the Lylat system where all very uniform, meaning that the system had changed very little in the two years since Andross had attacked.

In the middle were the stars, Lylat Major and near by the red dwarf, Lylat Minor or Solar as it was more commonly called. In a somewhat rare case, a small world named Papetoon orbited Solar but not Lylat, this orbit allowed the planet to be habitable despite it's proximity to the stars.

The first planet in proper orbit was Zoness, mostly ocean except for a handful of islands; the planet was a popular vacation spot because of the plentiful sun and sand, it was on the other side of Lylat Major from Solar.

Next came Katina, sitting perpendicular to the Zoness, Lylat Solar/Papetoon line. It was mostly desert like Papetoon, but it was far enough out that some vegetation grew on it, and the climate was comparable to Corneria's. In the third orbit sat Aquas, currently in between Zoness and Katina in it's orbit, as the name suggested, it was completely covered in water—it's hard surface deep below the waves.

Then was Corneria, directly behind Katina. Then Fortuna, the jungle world, it's thick atmosphere kept the temperature hotter than Corneria, and many strange creatures lived in the tropical climate. It was roughly behind Zoness.

Then directly Lylat with respect to Corneria was MacBeth, the large mining and industrial world was the first world to be taken by Andross at the beginning of the war. After that came the tiny Fichina, the freezing temperatures of Fichina meant that it was constantly covered in a thick layer of ice and snow. The climate control centre helped to make the planet liveable, but only military and the most die-hard of researchers had a presence there. It was situated close to the side of Corneria. Then came the frozen desert of Titania, the planet contained no moisture, the little amount of water that did naturally occur there was locked in its polar caps, the reddish soil was only a smidgen above freezing. It sat a few degrees wide of MacBeth, Last of all was the barren world of Venom, the toxic atmosphere glowing a bright acid green, giving the Planet its name. Andross had built himself an empire there through his incredible uses of technology, the ape's home world sat behind MacBeth.

Currently though, it was Zoness that had General Pepper's attention. With the press of a button, the other planets faded away and Pepper was left with an enlarged vision of the watery planet, along with the report that he'd just received from the Major there—it was thoroughly depressing reading. The troops where pulling out and retreating, but it just wasn't happening fast enough, the Venomian forces were quickly eating up the Cornerian rear guard, and if they fell too quickly, the retreat process would be wide open to attack.

On the other hand, he couldn't send reinforcements because it would mean taking longer to evacuate in the first place.

General Pepper groaned, why couldn't Andross have just stayed lost in obscurity on Venom? Instead, he was making a royal nuisance of himself. This war—the Lylat War, as people were beginning to call it—had been going for almost two years, and it didn't show any signs of stopping soon. No, that wasn't accurate, Thought General Pepper; _Corneria_ didn't look like _winning_ any time soon.

Pepper estimated that thirty percent of the Cornerian armed forces had been destroyed, with seventy-six percent of the remaining forces having fallen back to inside the natural barrier of Meteo Asteroid Field. Venom's Forces on the other hand seemed endless, and Corneria was slowly but surely losing their grip on all its occupied worlds. Only Corneria and Katina remained free from besiegement. And Pepper wasn't stupid, he was under no illusions how long that was going to last.

Pepper was perhaps fortunate enough—when it came to the war—to have known Andross personally. Hence he knew to an extent how Andross worked, when Andross decided to do something, he gave it the whole hog; there was no chance of him just losing interest and giving up. Pepper also knew that Andross was fiendishly cleaver. Even when he had been a scientist, Andross had been very good at getting his way. He had always known just the right superior officer to go to to get a project funded. And often when he wanted to work on something that nobody would grant, he would find a collection of seemingly unrelated projects which he would work on and then combine into the project he had originally wanted. Even Pepper himself had frequently found himself having been suckered.

Thus he knew that Andross always had multiple avenues of attack in every battle, the short fight for Sector-Z was a perfect example: Andross had attacked with huge numbers, only to be repulsed by the Base's defensive cannons. Rotating their ships so that the almost impenetrable armour of the bottom hull was facing the Base, the Venomian Army had come to a stand off. The Cornerian Army had launched all their fighters at the ships, trying to take them out from the sides. The plan had worked fantastically until a small unnoticed ship had snuck into the facility and blown it up from the inside. The fighters, with no cover and nowhere to run had been quickly crushed by Venom's forces.

With yet another curse at Andross' deviousness, General Pepper switched to another report, this one from Fichina. Here the battle actually seemed to be going quite well. There was a chance that they might even repel Venom from the sector. An even better chance since the reinforcements that Pepper had sent there would soon be reaching them.

Though to be honest, Pepper was not entirely sure why Andross was even attacking Fichina, there was little strategic value in the planet. It was too far out of the way of anything to be used as a staging ground against Katina, and on the wrong side of the asteroid field from Corneria.

Pepper smiled ruefully. For years, planetary leaders and businessmen alike had cursed the existence of the Meteo asteroid field due to its obstructive and unstable terrain, now Pepper was thankful for its presence. Scientists had never been able to full explain where the asteroid belt had come from—hypothesizing that it had once been two or more of Corneria's moons that had collided, completely destroying all traces of the planetoids, and instead leaving the countless amounts of meteors that now littered the area. However it had happened, the field now completely encircled Corneria, cutting it off from the rest of the system.

There was only one gap, the strange passage known as Sector-Y. This area—known for the beautiful brightly glowing Y-shaped greenish-yellow Nebula in its centre—was not without its own hazards. The electro-magnetic field generated by the Nebula caused interference with radar systems, making the ordinary intership radar all but useless. So to prevent the many different ships that used the route from crashing into each other, a large control station had been built in the Sargasso region just into the asteroid field on the edge of Sector-Y. Using an advance radar system too big to fit into regular ships, it constantly scanned the channel through Sector-Y, acting as an air traffic control centre of sorts for all the space traffic passing through. But Sector-Y was on the other side of Katina from Fichina; making Andross' campaign there all the more confusing.

Giving up on trying to see the logic of Andross' attack, Pepper sighed and zoomed the hologram back out to the map of the Lylat system. Running through vectors and the order of planets in which it might be possible to counter attack Venom, he completely missed the knocking on his office door until someone burst through it. Pepper looked disapprovingly at the young leopard that had just broken through his door and was now panting in front of his desk. "This had better be good, lieutenant." He threatened.

"Yes, sir! Sorry sir." Said the leopard, straightening up and saluting. "I bring urgent news from Katina, Sir!" he continued.

"What kind of news?" asked Pepper slowly, his heart sinking into his boots.

"I'm afraid you're not going to like it, sir…"

* * *

Bill rolled under another attack from the fighter on his tail, waving furiously through the battle in an attempt to lose his it so he could attack the mothership. He managed to lose it, rolling under it again and then jetting off before his opponent could catch him again. The remaining fighters of all three squadrons where attacking all over the advancing ship, but it was making no difference at all; the ship's armour was too strong. The ship had moved in slowly and was now hovering almost directly over the mushroom shaped base.

"Squad leaders. There's some sort of energy reaction." Commed Major Case. "Hurry up!"

"Sir! Something is lowering from the bottom of the ship; it looks like it could be a power core." Called one of the other fighters.

"We're running out of time," lieutenant Keeves was saying, "You're just not causing enough damage… It's settling directly over us."

Bill blocked out the panicked voices from the base and listed his own orders, "Right, target that power core. Husky nineteen and twenty-four, form on my wing. Tom, take the others and keep the fighters off our backs. The other wings will doubtless have their own plans of attack, but those are your orders."

As the Husky wing moved to carry out those orders, Bill dived from hight toward the edge of the saucer. To his right, the remaining battleship lurked, still firing off the occasional missile as it began to slowly pull away from the base as the mothership continued to move right over the top of the base. As Hunky nineteen and twenty-four formed on his wing, Bill swooped under the edge of the saucer and got his first view of the core. It was a simple cone shape protruding from the very centre of the bottom of the craft, exposed to the air for cooling; the core was made for one purpose; to power the carrier's most powerful weapon.

"Stay sharp." Said Bill, "Watch for enemy fighters."

"Roger that, sir." Said Husky twenty-four half a second before his craft was ripped apart by enemy fire. Bill didn't react at all, the battle situation and the deaths of so many of the base's inhabitants had numbed him to emotion. Perhaps later there would be a time to weep for all who had been lost tonight, but not now. As the sky began to lighten behind them, Bill gave the order to his other wing mate: "Nineteen, fire at will, let's take out that core!"

The two fighters poured blaster fire into the protruding core like rain out of a thundercloud. It wasn't enough, the core sparked dangerously, but it held intact and Bill and his flank were forced to break off before they ran into it. "Hurry up Grey! We read that the energy levels are beginning to level out!" cried Case urgently, "That thing could fire at any time and you're the only group not pinned down by fighters!"

"I'm on it!" returned Bill, feeling adrenaline surging through him; time was running out, he needed to destroy that thing quickly. "Husky Nineteen, lets make another run. Don't worry about formation, just turn around and fire!" he said as he looped his own fighter around. He was just lining the core up again when red indicators and warning signs flashed on. "What!? A missile lock? Why now?" he howled, "Husky nineteen, I've picked up a missile—you'll have to take this shot." He said as he broke off, desperately trying to loose his pursuit. Husky Nineteen spoke his acknowledgement, but a cut off, surprised and agonized scream signalled his death mere seconds later.

"Damn it!" swore Bill in panic, he hesitated only slightly before turning to line up the enemy core, preparing to sacrifice his life in a last ditch attempt to take town the enemy. He was able to get off a couple of shots, but his momentary indecision almost cost him everything as the missile took advantage of his hesitation and clipped his right wing, tearing off the end in it's resulting explosion, it also threw him off course toward the dessert floor below. Bill was able to pull his fighter out of its deathly dive, but even as he righted his craft, the core vanished back into the saucer shaped ship. At the same time, Bill noticed that the saucer was also beginning to move, or rather rotate. Slowly but surely, the entire ship was tilting over.

"Squad leaders, you're out of time. Get your people out of there!" said Major Case, a resigned note in his voice.

"We're not done yet!" cried Bill, trying desperately to think of something to do. In panic he boosted toward the ever flipping mothership, raining lasers upon the hull with zero impact.

"Get as far away as you can!" shouted Case.

"……"

At last the gigantic saucer finished its rotation, hovering upside down over the Base. On the now belly, sections of the hull in the direct centre pulled back like an iris lens, revealing a large green crystallized indent—perhaps a hundred metres across. "This is a direct order from a superior officer." Said Case quietly "ALL UNITS ARE TO IMMEDIATELY DISENGAGE AND RETREAT TO SECONDARY FALL BACK POSITIONS!" he roared.

Bill made several gulping motions as he scrambled for words to say. Blue streams of energy began to flow from the edges of the green indent, coalescing into a large ball of energy in the centre. "NOW!" screeched Major Russel Case. After opening and closing his mouth several more times. Bill found his voice again as the other wings began to pull back, "Husky unit………… break away." He said, hanging his head in shame. As the nine remaining fighters from the Husky units, joined the others in the retreat, Bill looked back in his seat as the gathering energy under the saucer lit up the base and the entire area around it in an eerie bluey green glow.

Bill jerked back as in one swift moment; a thirty metre wide beam shot down and struck the top of the base. The base was levelled in a brilliant fire ball as shockwaves of extra energy poured away from the bottom of it. After a seaming eternity, the beam and the fire ball faded away and the remains of the base, the mothership, and the remaining battleship receded into early morning fog, quickly being swallowed up by darkness.

With a wave of rage, Bill punched the screen of his indicator panel as hard as he could; cracking it. "Dang…" was all he could say.

"Don't be too hard on yourself." Came the voice of Bulldog two, who like Bill had been left in command of his squadron after the death of his group leader. "All of us did our best. There's nothing more we can do."

"Except kick the hell out of Andross in revenge." Said one of the only two remaining pilots of the Labrador squadron.

"Well we can't even do that," said Bill grimly, "Not until we've had our ships refuelled and repaired. And we can't do that without a base. So the first thing to do is to set course for a secondary base, any ideas for which one?" he asked.

"Negative." Said Bulldog two; Adam Mitchell was his name was according to the ship's communications log. "The first thing to do is to lose those battleships, which means that we have to put as much space between us and them as possible. Then we can think about bases."

"Oh, very well." Grumbled Bill, he knew the other pilot was right, the last thing they wanted to do was lead the enemy straight to another, less equipped base. "Lead on Mitchell." He added resignedly. They had suffered a grievous loss to Andross, but Bill knew that they would fight on—they had to. In formation the tattered remains of the three squadrons jetted off towards the rising sun…

* * *

**Is there anyone out there whose reading this? There's just 1 review, so if you are reading it you've got some explaining to do... **

**1 review / 3 chapters = Not Good!**

**So common, even a flame at this point would be better than nothing, at least then I'd know that _Someone's_ reading it... Hwyl Fawr**.

35


	4. Dawn Breaks

**Stars Of Lylat**

The Beginning Of The End

* * *

C h a p t e r 4

**[ Dawn Breaks ]**

_-"My first major combat and we get the heck shot out of us. Now all we can hope is to try and regroup—maybe if we can gather enough forces we can make a successful stand of some sort. At least we know the remaining battleship's weakness now."—__**Bill Grey**_

/\

/\/-\/\

There was little activity on board the _Great Fox_ in the mid hours of the morning. There were after all, only five living beings and a robot on board. As the mammoth ship moved through space on the inside edge of the asteroid field, a sizable chunk of a world blown apart millions of years ago looped lazily toward it. But the robot on the command deck was aware of it. 'Rob's' metal fingers moved across the keyboard, typing in a complex sequence of commands as the movement sensor 'eyes' tracked the inbound object's vector as it moved to with in a distance of 40 sector units, a low hum echoed through the ship as power began to surge, then, with a loud twang, the whole ship shook and a pair of golden cannon shots arched from the main guns and blasted the rock into smithereens.

This procedure was repeated roughly 2 times a day on the _Great Fox,_ and despite a few early scares, in the year and a half they had been living there, the crew had become rather blasé about it. But even so, the shaking and the noise were enough to wake even the soundest sleeper. This time in particular, it was Fox who sat up awkwardly in bed; awaking from a troubled sleep. Glancing over his bedside clock he was alarmed to see that the time was five to nine in the morning—the time that the team were supposed to assemble on the bridge for their pre-day 'briefing' for want of a better word—He had dreadfully overslept.

Leaping out of bed, Fox shook his head, trying to clear the cobwebs out of it. Throwing on a customary green combat suit, he bolted out the door, grabbing his light grey flight jacket as he streaked past. As fast as his legs could carry him he ran down the hall and ducked into the lift at the end. He jabbed at the up button repeatedly in a vain effort to get things to move faster.

As the lift began to move up the shaft, Fox turned his mind to his conversation with Peppy earlier that morning. He wasn't quite sure that he agreed with Peppy's assessment that they should stay out of the war until called for. He was impatient to be fighting Andross' troops—to get his long awaited revenge. On the other hand, it was true that his skills were improving everyday. In the two years of training he had improved beyond recognition of his earlier self; something that he wouldn't have had the chance to do if they'd already joined the war, he may have been killed before he had the chance to get anywhere near where he was now.

Plus, he trusted Peppy's judgment on the matter. The hare had many years of active experience, experience that had seen him out of plenty of scrapes before now.

With a sudden jerk, the lift came to an abrupt halt, and the doors slid open. Fox bolted through them into the bridge of the _Great Fox. _He was greeted by the sight of a dark blue feathered Raptor sprawled haphazardly over a chair directly across the room from the lift, under the front window. "Nice of you to finally join us, _Fox_." Said the avian sarcastically with emphasis on the name at the end.

"Stuff it, _Falco_." Grunted Fox as he shuffled across the room to the chair by the window across from the falcon. Right next to a squat, forest green toad. "How's it going, Slippy?" he asked him.

"Great, Fox!" said Slippy Toad, "I think I may have worked out a way around the problem with the shields!"

"That's good news." He smiled at his friend's enthusiasm. He looked back across the room, taking in every detail of the StarFox team's centre of command. The bridge of the _Great Fox_ was rather simplistic in design. It was an oval shaped space, with four bucket seats under the main front window which started at about waist height and extended to the ceiling. Each of the four seats had its own control consoles that were capable of showing radar and shields, and allow the user to control such things as the shields and weapons and communications.

In the middle of the room was a large hologram projector—the very latest in Lylat communications technology—and behind that, on a slightly raised dais was the captain's chair. As well as the standard control panel that the other chairs had, the captain's chair had controls for controlling the ship in combat situations, as well as more advanced controls over the projector. In this chair sat Peppy, his chair currently swivelled away from the rest of the room as he spoke to the _Great Fox's_ flight operations robot, Rob/Nus 64. The robot stood on a Lylatian-metre and a half high balcony, the wall behind it absolutely crammed with control boards and screens that controlled every aspect of the ship.

"What's Peppy talking to Rob about?" Fox asked Slippy quietly.

"Uh, Peppy didn't think that Falco's estimate of the amount of stores we had left was right. So he's getting Rob to double check them."

"Oh, that'll go down well." Muttered Fox to no one in particular. Falco was hard enough to get to do any work without second guessing him. But for some reason, Peppy had taken a disliking to Falco from their first meeting. Granted, there was a lot about the Raptor not to like, he was brash, rude, crude and at sometimes downright mean, but Peppy seamed to have different reservations for him, it was almost as if the hare was suspicious—or outright afraid of the Avian. But perhaps that was only natural; Peppy had been betrayed by someone he had counted as an ally. He probably found it hard to trust anyone anymore. And unlike Slippy, whom Fox had been friends with at school, Falco was a complete unknown to the rest of the team, other than the less than reassuring fact that he'd been a member of the notorious 'Space Hot-Rodders' Gang.

At that moment, Peppy turned back to face the room, a scowl on his face. "Well Falco, I have to apologize, unfortunately it seems like you were right. Though how we could be that low I have no…"

"You see? You needn't doubt me all the time; I'm not an idiot." Said Falco, crossing his arms and glaring at the hare.

"What's the problem?" asked Fox, wanting to know just how bad the situation with the supplies was.

"We're down to only ten to fifteen days of food—if that. I can't see how we could have possibly gone through so much! We'll have to take a trip to Corneria in the not too distant future to replenish consumables."

"I tell you its frog face over there, he eats as much as the rest of us put together!" said Falco, "Tell him to go on a diet."

"Hey!" cried Slippy indignantly, "I do not, and besides, it's not _me_ sneaking food off to their room in the early hours of the morning…"

Fox snorted with laughter, "He's got you there, Falco."

"Shut it Fuzzy," snapped Falco, "At least Frog boy, I—"

"Alright everyone. That will do!" called Peppy. "You lot are better than these slang matches, so cut it out." He crossed arms in his chair and glared at them all.

"Alright, alright, what are we doing today, Peppy?" asked Fox.

The hare relaxed slightly, "I'm thinking that we hit the simulators first, and our patrols later this afternoon." He said, "We can run a couple of practice missions and then move onto some versus matches and time trial obstacle courses."

"Sounds good." Said Fox. "I don't suppose I really have time for breakfast now, do I?"

"You snooze, you lose." Shrugged Falco unapologetically, leaning lazily back into his seat. Fox ignored him and looked up at Peppy. "I don't—" began the hare.

"**Attention, StarFox!"** announced Rob, cutting off Peppy's reply. **"There is an article on the Cornerian Planetary News that closely matches twelve predefined search criteria for **_**'Major War Activity'.**_** Do you want it displayed?"**

Fox's eyes tarted towards his commander, Peppy's eyes met his own; both pairs slightly widened. "Put it on." Nodded Peppy hesitantly. **"Affirmative."** Replied Rob before turning back to the control panel and pressing a sequence of different buttons. The Hologram projector flickered on, showing a large flat object. Instantly images began moving across it, simulating a double sided display monitor; giving all four present in the room the same view.

An attractive but worried looking female lynx came into view, wearing a standard news presenter's clothes, with a quick glance to the side of the camera to make sure she was on air; she began to speak, _"We interrupt regular our regular programs for an emergency announcement. I'm Celine Hall from see-pee-enn news."_

A computer effects image of Andross' head, with the planet of Katina superimposed to the front and slightly to the left of it appeared over the news presenter's right shoulder, and a second later, just as Fox was beginning to get a chill work it's way down his spine, the words 'ANDROSS TAKES KATINA' appeared beneath the image.

Fox's blood froze. _"The head of the Cornerian Military, Commander-in-chief General Pepper, moments ago confirmed reports that several military installations on the inner system planet of Katina were under attack by self-proclaimed emperor and warlord, Dr. Andross."_ Said the Lynx. There were no cries of outrage or shock from the StarFox Team over Andross' attack—they'd all been expecting it. But Fox felt his jaw tightening as the report continued…

"_General Pepper attended a press conference after persistent rumours about the attack and made this statement:"_ The view switched to a weary looking General Pepper, who shuffled a few papers before setting them down on the podium that he was standing behind. The hound dog looked dreadful. To fox, he wore the same haunted expression he had had after his father's death. And he was left to wonder just how bad the attack on had really been. He spoke leaning forward over the podium; his lower half almost completely obscured behind the dozens of microphones._ "My fellow People, citizens of Lylat." _He began in a steady voice. _"Approximately two hours ago, at around seven hundred hours, I received a communiqué from Kappa Base on Katina; reporting that they were under attack. We have since confirmed this, both through our own means, as well as a message from Warlord Andross himself. The enemy has also confirmed that Kappa Base has been neutralized—and at this point all hands are assumed lost. It is believed that Andross' forces were significantly damaged, but the remainder are continuing…"_

Fox felt numb, 'Neutralized'; military speak for 'obliterated'. He was about to open his mouth to comment when a second chill swept through him. Bill Grey, his best friend from the Cornerian flight academy had been on Kappa Base. If all hands were lost then that meant…

That simple realization killed any words he might have had on the way to his mouth.

Falco however, had no such impediments, loudly expressing his opinion by slamming his fist down into the arm of his chair. Jumping to his feet, he pointed a finger accusingly at Peppy. "I _told_ you that we should have intervened before now! I _told_ you something like this would happen!" The avian's face was screwed up in anger. "What do you say now?!"

"I stand by what I said then, Falco." Said Peppy, looking only slightly affronted that he was being yelled at. "We weren't ready to join the fight then—"

"We could have done _something_ about this! The Arwing is far better than any old Venomian fighter—_or_ Cornerian fighter for that matter!"

"We would still only be _four_ ships against an armada that's destroyed almost half of Corneria's defence fleet!" shot back Peppy.

"So what? We smash 'em every time in the simulators. When was the last time we even lost one fighter, huh?" screamed Falco.

"He does have a bit of a point there you know, Peppy." Said Fox calmly.

Peppy's eyes flicked angrily at Fox before coming back to rest on Falco again. "You boys haven't seen real combat yet; and as I keep telling you, simulated combat in nothing _like_ the same thing!"

"Yeah? Well at some point it will be our first time in combat, old hare! You can't keep us all bundled up in cotton wool forever." snarled the Raptor, surprisingly stringing together an impressively sound and reasonable argument. But it wasn't to last; in typical Falco fashion, the avian shrugged his shoulders and tossed his head, "This is ridiculous! I'm outta here—I'll send you a post card of Andross' gravestone!" the Raptor marched across the room towards the room toward the lift; Fox who was nearer to the door sprang up after him.

"Falco wait!" he said as he placed a paw on his shoulder.

"Get off me, McCloud!" snapped Falco, shrugging him off.

"Look I know it's frustrating, but Peppy is right at least about one thing; there's no way you can take them all on by yourself."

"Just watch me!"

"But—"

"No, let him go, Fox." Said Peppy from his chair which he'd stood up in front of. "If he thinks himself such a hot-shot, let him try. But if you leave now, Falco, don't ever let me catch you coming back here again."

If Falco heard him he made no sign, he simply walked from the room and into the lift without looking back; the doors snapping shut behind him. Fox rounded on Peppy, "What in Gregin's name did you do that for?" he demanded, walking away from the lift towards Peppy. "We could have talked him down. Or something!"

"He won't go far; if he leaves at all." Said Peppy, not looking particularly phased as he sad back down. "If he does he's an even bigger fool then I thought."

"Yeah, A fool that can outfly all of us!" yelled Fox. "You keep going on about how we'll need anything and everything that we can get if we are to defeat Andross. Then you do something like that?! I may not necessarily like him, but we'll _need_ Falco!"

"A pilot that can't listen to orders in like a gun with a shoddy blast chamber; it's just as likely to shoot you as the other guy." Shot back Peppy.

"We _know_ that Falco _can_ take orders." Argued Fox, unable to believe that he was actually defending the avian. Much less trying to push a point with the usually level headed and accepting Peppy. "He was part of a gang for the first half of his life before we met him; what do you think he just did what ever he wanted?"

"That's the bit that worries me." Said Peppy, ignoring the second part of the question. "We know virtually nothing about him."

A sudden suspicion settled over Fox, he had a feeling that he knew where this was going. "This is about Pigma, isn't it?" he accused.

"It's got nothing to do with Pigma." Denied Peppy crossly, "Look Fox, I gave you the opportunity to lead this team when we first reformed it, and you opted to defer until I thought that you were more capable. And so until I think you've reached that stage, _I'll_ lead this team the way that _I_ think it needs to be lead!"

"So that's what this is about, is it? You want to lead this team as you see fit?!"

Up until this point, Slippy had just sat quietly out of the way of the argument. Hoping that they wouldn't spot him and _both_ turn on him. With the latest comment however, he decided that it would be a good idea to get out of the room before things became even uglier. Quietly, he got to his feet and crept towards the door.

"That's ridiculous, Fox. And you know it—"

"Then what then?!" shouted Fox as Rob made some comment in the background about rising temperatures in the background. He was beyond reason now; he couldn't understand why Peppy was being so stiff necked about the whole thing. "I don't get it, Peppy; your position doesn't make any sense! If it's not power, then what is it?! I'd say that maybe it's you think that we'd get paid more if we wait until Corneria is on its knees, but no, that's not like you, Peppy. Unless…" he trailed off as a suspicion took hold of him. "Unless Falco is right…" he said, almost to himself.

"Fox—"

"Yeah. Maybe that's it!" said Fox over the top of him. "I didn't think that you were the type—that it could ever be said of you, but maybe it's true, maybe, just maybe… We don't have anyone's word other than yours about what happened on Venom."

"What are you saying, Fox?"

"How do we _know_ that you were captured… that you looked for father after you escaped like you said you did?"

"James was there before _we_ escaped." Said Peppy heatedly, "He told me to continue… rather he made me—"

"Oh and you would have had no problem with that, would have you?" said Fox hysterically, "It's far easier for one person to escape than it is for two. Maybe you just snuck out without waiting for father, or maybe you debilitated him to prevent him slowing you down. How do we _know_ that's not what you did? How do we know you're not a coward, Peppy?!" Fox clapped his hands over his mouth in horror, he regretted the words as soon as he'd said them—but it was too late, the damage was done.

Peppy's expression was at first, one of total and pure shock. But slowly his expression hardened, he looked Fox up and down briefly before nodding to himself slightly. "Peppy I—"

"No don't bother, Fox." Said Peppy, his voice was thick with emotion—with sadness, anger… and worse of all, disappointment. "If that is what you think of me, Fox, I have nothing left to say." Said the Hare as he got out of his chair, Fox dropped his gaze to the ground in front of him as Peppy brushed past him and past a Slippy who was frozen in place by the door; waiting for the inevitable explosion.

But none came. Peppy walked past him and palmed open the door without a backwards glance. Once inside however, he turned back to face the room. "And for your information, Fox. James made me _promise_ that I'd go on without him if something happened to him—so that there would be someone left to care for you. And let me tell you, _nothing_ I've ever done before _or_ since then was as hard as leaving without him that day." With that he pulled back sharply and the lift doors snapped shut; leaving Fox still staring at the ground in front of Peppy's chair.

"Wow, you really screwed that one up, Fox." Commented Slippy, recovering enough to turn away from the lift and speak to Fox's back. Clearly, diplomacy was not one of Slippy's strong points—about the only trait he shared with Falco.

But Fox knew all too well what he meant. Like with many things, he'd regretted saying the words as soon as they'd left his mouth. "I know, Slip." Said Fox in response to the toad's comment, raising his gaze to look out at the view of space that he and Peppy had been so casually praising only the night before. "I know…" a single ran down the fur on his right cheek.

* * *

General Pepper left the press conference with reporters still shouting out after him; in a vain effort to get him to answer more questions as he was ushered from the hall by security. _–'Damned media! It was hard enough to have to make this report without the wolves attacking!'_ he thought bitterly. He was getting sick and tired of having to report defeat after defeat to the media—to the people of Corneria. At least though, the room from where the conference was held was right underneath the main administrative building for Corneria's main military base; meaning that he didn't have far to go back to his office—just to the end of the corridor where the lift awaited.

After a short but distant trip up the lift shaft, Pepper strode down the hall to his office, which looked over the city below. With a sigh he walked over to the large cannon proof windows behind his desk and gazed out over the urban sprawl that was Alpha Base, or Corneria City Base as it was also known due to its relative closeness to the City. Alpha base was set in a steep walled valley; it was the largest base in the Lylat system, stretching for Lylatian-Kilometres along the valley floor. Only Andross' base might be bigger—no one really knew. The base was also virtually the only military resistance on the planet due to Corneria's strict laws about military establishments. Because of this, the base was like a small city, with large buildings and roadways stretching in every direction. Large road ways ran—sometimes raised thirty or so Lylatian-metres above the ground—snaked around the area, each built sturdily enough to support dozens of tanks with little stress. Several large square gantries were built at various locations along these, which were check points that donated different levels of security.

There was also some starship building infrastructure dotted around Alpha Base. Phoenix Starships had an administrative office here in the city, and Space Dynamics had their entire small ship factory complex just a few Lylatian-Kilometres down the valley, near the unusual stone archers on Lake Corneria.

Pepper's office was located about halfway up a thirty story building in the very centre of the highest security complex. The building was mostly accommodation and offices for the senior staff stationed on the base, with press conference and media rooms on the ground floors, and below that was a command bunker. Another little known fact about the building was that the entire structure was capable of taking off into space in emergency situations.

Pepper was startled out of his thoughts by a knock at the doors. "Enter!" he called authoritively as he turned around and gripped the back of his chair with his paws; facing the door. The door opened and a white furred rabbit strode in, he was wearing a bottle green uniform with _ADC Eckstra Salty_ embroidered on the name badge.

"General Pepper." said the middle age rabbit with a crisp salute.

"At ease, Sergeant." Said Pepper, slowly walking around his chair and sitting down. "It's good to see you, Salty. Take a seat."

"How was the press conference, Sir?" asked Salty as he took the proffered seat.

"You know what the announcements for the other lost planets were like." Said Pepper grimly to his aide-de-camp as he pulled a red lollypop out of the top draw of his desk and after a short examination, popped it in his mouth.

"It was that bad?"

"Worse." The General said through his lollypop. Flicking the sweet to the side of his mouth with his tongue he continued, "If I'm not mistaken, the press will soon be calling for my head—perhaps they're right; I've done very little so far in winning the war."

"I'd rather have you in command than anyone else, Sir." Said Salty.

"It's nice of you to say so, Salty," said Pepper, his voice slightly thickened due to his sticky confectionary "But I've been at war with Andross on and off for seven years now if you count the first attack, and so far I'm a long way behind. Every time I seem to be making progress, he turns around and turns the situation further to his advantage."

Pepper sighed, as he typed a set of commands into his computer, "As a matter of fact, I've been thinking since I returned from the press conference about a new strategy to deal with Andross' knack for doing just that." He said as a holographic representation of the Lylat System fizzled into existence above his desk. The view quickly cut out all of the planets except for Venom, and enlarged the enemy planet until it covered most of the available space on the hologram projector.

Encircled around the planet was a deadly imitation of Corneria's own natural defence. Countless amounts of _dreadnaught_ battleships, missile platforms, _destroyer_ battleships, Fantrons, _umbrella_ class _defence_ satellites and a host of other prototype defences littered the area around the planet like a massive net. And, like with Corneria's Asteroid field, there was only one gap; directly behind the super-massive defence Satellite, _Bolse_. The satellite was positioned at sixty degrees to the east of where Andross' base was thought to be, it served as a checkpoint for forces hoping to enter Venom's air space, and it contained an absurd amount of fire power for anything that did not meet pass standards.

But General Pepper was not concerned with Bolse at the moment; rather, he zoomed in on the part of the defence fleet directly over the top of Andross' base, the area was officially designated Planetary-Sector Zero Defence Fleet by the Cornerian Military, but it was more commonly referred to by the name used by the Venomians in intercepted messages; Area Six. Area Six was the most heavily defended part of the Defence Net, containing hundreds of capital ships, and thousands of fighters, both drones and piloted. It was this area that General Pepper highlighted for his discussion.

"I've been doing a lot of thinking about how we could win the war if Andross keeps pushing us back, and I've come up with the view that only a quick strike back will do it." Said Pepper, "Something high risk, high return. And since I returned, I've thought of just the thing that might work… but at high cost."

"How high?" asked Salty.

Pepper lowered his eyes slightly, "Most of the CDF. Guaranteed destruction." he said grimly.

"What?!" gasped Salty, "Surely you can't be thinking of something that desperate!"

Pepper's eyes sprang back up, "I know what you're thinking." He said, "But the situation is getting dire! If _something_ is not done soon, Andross will just _waltz_ off with Corneria!" jabbing his finger into the middle of Area Six, distorting the image slightly, he continued in a tone that dared interruption. "My plan would be to take all of the Cornerian Defence Fleet and head towards Venom. I'd leave a small portion of the fleet behind Solar and continue with the main fleet towards Venom. Once we got there, we would launch a direct attack on Area Six—"

"But you couldn't possibly take on Area Six; there are just plain too many ships!"

"I know, that's what I'm planning on." Said Pepper, pausing for long enough to swallow down the build up of sugary residue in his mouth, "The mission is suicidal, we burn the engines at full power and ram Area Six head on. We would, I estimate, be able to take out at least three quarters of Andross' forces, before we became trapped between Area Six and that Prototype weapon's platform that we've heard about; the one with the planet cannon. Any ship's still surviving at that point will quickly be over run by enemy forces, but the enemy would have to pull forces from the rest of the defence Net to prop up Area Six…"

"Leaving the rest of the planet open to attack by the Fleet that you left behind." Finished Salty, "But if that second attack were to fail to penetrate Venom's defences, Corneria would be left right open for attack, And they'd sweep right through to here and either kill or capture you with—"

"No, I would no longer be on Corneria." cut in Pepper, "As I said, the first wave is open suicide. There is no way I could ask another officer to lead our forces into a battle like that; I would lead the attack myself."

"In that case, I hope you would allow me to remain at your side, Sir." Said Salty.

"I would be honoured to have you there." affirmed a rather touched Pepper. Salty continued, "But the potential for an attack on Corneria still remains."

General Pepper sighed, "Yes it does. And again, that's what I'm hoping for. With the rest of his army, and possibly his forces from the Defence Net, he would head for Corneria, I'm prepared to bet he'd suspect a trap, so he would send more forces than he would need, and he probably wouldn't go with the invasion fleet himself; that would leave his base wide open to the secret attack—and his capture or death. I'm confident, that that plan would work if it was carried through properly."

"But surely you're not going to consider that unless there is no other alternative." Said Salty.

"Our forces have already fallen by twenty-five percent of our numbers at the start of the war." Answered Pepper, "Assuming that we can leave Zoness without sustaining too many more casualties, and assuming we can take back Fichina, and assuming that all our forces on Katina are dead or in hiding, then I'd suggest that our forces would be at about sixty-five percent of our original numbers, if that number falls below sixty, then even that desperate plan won't work. We're looking at a very fine margin here." Pepper took his now depleted lolly out of his mouth and threw the stick in the bin next to his desk. "The one silver lining is that we are wearing down Andross' forces as well as ours, but even that isn't as good news as one might hope, he seems to be constructing bigger and _more powerful_ craft to replace the sheer numbers he's lost."

"I've noticed that too." Commented Salty, "Do we know what Katina was attacked with?"

Pepper zoomed the map out from Venom, instead zooming in on Katina, magnifying it until they reached Kappa Base on its surface. "At the current time, observations are sketchy. But we believe that the attack force consisted of at least two dreadnaughts and one larger craft. Radiation readings from a little before we lost contact with the base suggest that at least one craft was damaged and possibly destroyed." He said.

"And fighters?"

"Completely unknown at this point." Said the General. "We're working on nothing, but we may soon know more; Andross will certainly go after the other bases on the planet, and they are under instruction to relay as much information as possible."

"Just how big is this larger craft?"

"Massive." Grumbled Pepper, "The thing was able to take out the base with one shot according to eye witness statements from Katina City

"How are we supposed to deal with _that_ then?" mused Salty.

"Impossible to say without more information," Said Pepper, "Maybe when we have, we can find a weakness, maybe not. Either way there's not much point worrying about it nowwe can't do anything without it. In the mean time, I'm gathering the last reserve fleets to launch a counter strike on Katinabut even so, it may take a few days. And in the mean time we lose many loyal soldiers, not to mention the civilian casualties which will be both horrifying and moral crushing."

"What about Fichina?" Asked Salty, changing the subject slightly to a safer topic.

General Pepper even smiled, "About the only thing that's going right." he said, "As you know, apart from the spy network that runs from there it's of little strategic value and Andross doesn't seem to be trying to hard to get his hands on it."

"And I have some good news for you as well, Sir." said Salty, "I just received word from Zoness that they're down to the last few withdrawals, by tomorrow afternoon we have all of our troops back in Cornerian Space."

The General could feel a huge weight lifting off his shoulders with those words, "That's a relief." he said with a sigh, "I was getting quite worried about the situation there."

With a sharp ring the phone rang, Pepper now in considerably better spirits than fifteen minutes ago, "Pepper here." he barked.

"Sir! We've just had a report from Katina, Kappa-_Beta _base is under attack, we've also received a similar report from Base Thirty!" The General's improving mood was shot down in a moment. "Thankyou colonel." he dismissed, his voice barely better than a groan. He stretched out his hand to hang up the call when the colonial spoke again, "Uh, hold on Sir, something else has just come in…"

"What?" asked Pepper apprehensively.

"We've just received a message from the evacuation team on Zoness…"

The General felt his breath catch in his throat.

"It's the Rear guard, sir… it's gone." the phone fell from Pepper's paw to the ground with a clatter.

* * *

**C'mon guys if you're there give me a sign. Any sign, at the moment one review is just plain embarrassing. You can even flame if you want to--I suspect there will be pleanty of people who will want to in this chapter, but I felt it needed to be done, you couldn't possibly live on a ship like that with four other guys constantly without having some serious arguments. in this case, the stress of the war on all of them turns them against each other. I thought that putting this argument in now will strengthen the emotion at the end of the story when you relise how they all come together in the end to work flawlessly. The next chapter will probably focus on Bill again with some smatterings of Pepper; then Andross and Starwolf get a chapter pretty much to themselves, and then after that you find out what happened to Fox and Co. can you wait that long? we'll just have to see...**


	5. Area 51

**Stars Of Lylat**

The Beginning Of The End

* * *

C h a p t e r 5

**[ Area 51 ]**

_-"The old hare just doesn't get it—the more time we spend just waiting around here, the more ground Andross takes, and the harder our Job gets when he finally _does_ condescend to allow us to fight."—__**Falco Lombardi**_

/\

/\/-\/\

In a rough formation, the sixteen or so remaining fighters of the three squadrons of Alpha base glided high above the desert floor, the ground below shimmering in the heat. The cockpit sensors informed Bill that the outside temperature was soaring to 318 Kelvin and that there was an average head wind of eighty knots; making him very glad that he was in his air conditioned cockpit.

Straight ahead, at the very edge of the radar screen sat their long awaited destination, Military Installation Number Beta 51, code named "Area 51". the installation was mainly a scientific one, it was a long way down the command line, and was very small; small enough, Bill hoped to buy them some time while the Enemy went after the other remaining bigger bases. Bill's hope may have seemed a little selfish, but as he self reasoned, he and the rest of the remaining flight would be little to no help at the near future. None of them had gotten very much sleep in the seven hours that they had been flying after the destruction of Alpha Base and all of them were mentally, emotionally & physically exhausted.

"Grey, we're coming up on the base now, expecting radio contact within three minutes." crackled Adam's voice over the comm.

"Copy that." replied Bill, flipping onto a squad wide channel "Husky unit, everyone awake? Resume manual control. Expect radio contact from Base 51."

Bill was greeted by a tired chorus of affirmatives from the Husky unit. He knew how they felt. He was as drained as they were. "It's alright guys, we're nearly there. Then we can all take a proper rest." this statement was met with a few subdues huffs from his squad.

Bill had read numerous reports while he had been at the academy, reports of what various military figures had experienced after their first kill, or their first major loss in a combat situation, the overwhelming response to this question was something that he'd never been able to understand; how could you just feel _nothing_ after such an event? But despite himself, that was what he now felt, absolutely empty, if someone asked him for an account of what had just happened now, he couldn't tell anything other than fact if he wanted to; his emotional processing just seemed to have shut down.

With a burst static, the radio crackled to life as an unfamiliar voice permeated the air. "…Repeat, this is a restricted area, state your name and business."

Bill reached down to turn the channel dial and take the call, but Adam beat him to it. "This is Adam Mitchell of the Bulldog unit, of flight 1, Alpha Base, requesting permission to land."

"Pilot Mitchell, transmit clearance codes for you and your flight or we will open fire." responded the voice.

A few nervous seconds passed as the codes were received and verified before the voice spoke again, much softer this time, "Sorry about that, pilots." said the voice again, "We heard about what happened at Alpha base -- we didn't want to take any chances."

"Quite understandable." said Bill, breaking his comm. silence. He hadn't expected anything less as a matter of fact.

"Yes. You're clear to land, sending landing data."

"Rodger that." said Bill and Adam. "Okay, Husky unit, follow me." said Bill as he broke Formation and headed toward the newly acquired landing details. Vaguely, he was aware of the rest of the flight breaking off to follow him, but most of his attention was on the pyramid shaped building ahead. The building was about ten stories high, sitting by itself in the middle of a barren plain. At the very base of the square pyramid were four launching ramps, one on each side, but the landing data didn't have them flying into them, instead Bill slowed his craft right down to a hover and then landed at the indicated place about thirty Lylat-Metres away from the pyramid shaped building.

As the other fighters sat down behind him, Bill began powering down different parts of his craft--what systems he _had_, anyway. He quickly discovered that it was amazing that the craft was flying at all. The hit that he taken in the battle had severely damaged a lot of his systems, including his computer targeting and Friend or Foe recognition hardware. His manoeuvring thrusters were onto secondaries and the inertia compensators were on their last legs as well. All in all, he would not be flying this ship again.

With a sigh, he flicked one last switch and powered down the main computer. He reached up and unlatched the cockpit canopy, feeling a scorching blast of hot air as the hydraulics lifted the multiplex canopy. Already feeling himself beginning to sweat, Bill pulled himself out of his craft and slid down the side to the rock hard ground below, his legs buckling dangerously as they reaccustomed themselves to his weight after so long sitting down.`

Bill squinted up at the large pyramid that loomed over them, the sun's rays stinging his eyes as they reflected off the windowed surface. "Bill Grey?" Bill turned to face the owner of the voice and was greeted by the sight of a large bulldog, wearing a pilots uniform, he nodded wearily. The bulldog smiled and held out a hand, "Adam Mitchell. It's an honour to finally meet you in person, Husky leader. You did a great job during that battle."

"Not good enough." responded Bill shortly. "It just wasn't good enough."

"You did your best." Said Adam, "We all did, but we were under warned and under prepared, we were just plain out matched."

"And we lost everyone on Alpha Base."

Adam nodded heavily, "Yes. Unfortunately I have to say I'd only just transferred here, so I didn't really know anyone but the pilots in my squad that well; but it's still a horrible loss, and a horrible failure."

Bill nodded, "I can agree with that, Failure and Loss seem to be the legacy of this mission."

The both of them looked up towards the pyramid again as a small entourage made its way toward them from a lower entrance. The small group consisted of a tall Rottweiler wearing a bottle green Colonel's uniform, trailing behind him were half a dozen security officers, and behind them were a couple of other officers. Approaching the aircraft which had sent the clearance codes, the group made their way up to the two new commanders.

"Pilots, welcome to Area 51." Said the Rottweiler as the two commanders hastily saluted a superior officer, "Your identification please." He said as one of the guards came forth. Bill scooped his army identification card out of his breast pocket and along with Mitchell handed it to the guard, who backed up and handed them to the colonel.

The Colonel stepped forward and handed them back their identification, "he-hem, sorry about that, pilots. Since we heard about the attack we've been very strict about security. As I said before, welcome to Area 51, I'm Colonel Steven Hiller. I'll take it that you two are the highest ranking pilots who survived the destruction of Alpha Base?"

"Yes, Sir." Answered Bill solemnly.

"Both Captain Grey and myself inherited leadership during the battle, Sir." Added Mitchell, "And the one remaining member of Labrador flight has attached themselves to my flight."

"Very well," nodded the large dog in front of them. "Lieutenant Bith, please show the other pilots to temporary quarters. You two," he said rounding on Bill and Adam. "I want a debriefing from you."

* * *

Bill stepped into the war room where the debriefing was to be held, closely followed by Adam Mitchell and Colonel Hiller. There was a large projector table in the middle of the room, glowing with an eerie green light, several other tactical screens were dotted around the outside of the room as well as the various work and coordination stations.

The Colonel strode into the room, with an air of owning the place; which for all intents and purposes he did. "This is the most secure room on base." he said with his back to them, "Currently we are ten stories below the surface of the desert plain. Nearly all quarters and recreational facilities are in the pyramid above us, but the administrative controls of this base are buried deep enough to evade a barrage of turbo lasers."

"With respect Sir, I'm not sure that that will help." said Bill, "I watched the weapon that destroyed the Alpha; it looked like it would have made crater of more than ten stories without much trouble either."

The Colonel looked dubiously at them, "Nevertheless, this base was once the original outpost on Katina; and it has never fallen in battle."

"I didn't realise that it had such a colourful history, Sir." said Adam.

"No, sadly its not particularly common knowledge," The Colonel looked off into the distance with a completive look. "My great-great-grandfather was one of the original soldiers stationed here." he said, "Those were the days, this base was completely cut off from the rest of the system, there were no other bases out here, and there was no radio communication with Corneria either."

He sighed as he returned his gaze to them "Kind of like now." he narrowed his eyes, "Since they no longer have to rely on stealth, the Venomian fleet have knocked out the entire relay satellite system. As of three hours ago we have no communications with any of the other bases _or _Corneria."

"So I suppose we don't know what's going on at the other bases either?" asked Bill, "Sir." he hastily added.

"Don't presume that we're helpless, Gray." admonished the tall Rottweiler with a slight smile. "I've been sending out scout ships to all of the nearest bases, but unfortunately they haven't found much, so far, nine of the bases we've sent ships out to have been decimated. And so far we've encountered no significant enemy casualties.

"It also seems that they're accelerating their attack. I'm wondering just how long it will take them to get here." he leant towards them, "Which is why I need to hear everything about their attack plan. So far as we know, your flights have been the only ones to escape, and without communications that means that your accounts could hold the key to defending this planet!" with that he sat down on the opposite side of the central projector, and indicated for Bill and Adam to do the same. "Speak." he said.

The two Squadron leaders described everything, from their initial impressions when they first awoke, to Colonel Case's briefing, from their first encounters with the enemy until their explosive retreat. Neither pilot left a thing out, and by the end, the Colonel sat with a thoughtful expression on his face. With a keystroke, he brought up a three-dimensional representation of one of the battleships, data stored from a scan during the battle of sector-Z. "So you damaged it from the missile bank at the front?" he asked rhetorically. Bill nodded anyway. "Very interesting, So far the engines have been their weakest point.

"Their shields were too thick in those areas, Sir--they must have reinforced them from regular models."

"Again, interesting." the Colonel gazed off into the distance for a while contemplatively, presently he returned his gaze to them, "Now before I send you off to you new quarters and the _compulsory_ Medical Physical, there is someone I want you to meet, come with me." he stood up and walked to the door, Bill and Adam shared a brief glance before hurrying after him.

As they caught up, the Colonel started speaking again. "I want both of you to know that you did a great job. I will of course, as protocol requires, have a random selection of your pilots interviewed for continuity reasons."

"Of Course." Bill was no stranger to this policy, even at the academy they had been drilled that they may, even as piloting officers be required to fill out a flight statement

They reached a lift at the end of the corridor, and Hiller waved them into it. Selecting the bottom floor he turned to face them once again. "If we were still in contact with Corneria I'd recommend your promotion, but since we're not, I will install you both as acting-majors, I'll have the uniforms delivered to your rooms immediately--I doubt you'll want to wear those any longer than you have to." he said indicating their sweat stained flight clothes.

"No Sir, Thankyou Sir." chorused Bill and Adam.

"Congratulations Major Grey, Major Mitchell." smiled Colonel Hiller. The three of them waited in companionable silence as the lift continued to descend. Bill liked the gruff Colonel; he seemed to be one of the fair but tough types who were so hard to come by in the military. He still wasn't sure what to make of Adam Mitchell, the dog was hard to read, but he seemed to be companionable enough. And his account of the battle hadn't been either under or overstated, more or less a perfectly reasonable account of the skirmish, at least from what Bill had observed.

With a sharp tone, the lift came to a stop and the doors opened to reveal short room with glass double doors at the end. On the other side of the transparent doors was a stark white Laboratory. "This is our main laboratory here, when this outpost was first made, there were numerous scientific tests and experiments that were conducted here and in the surrounding desert, this facility was designed to measure and note the results until a courier could take them to Corneria.

"This facility has since turned into a secret laboratory of sorts, because of this base's isolation, we are able to conduct many experiments that are to be kept secret from the general public, and even from other members of the military."

He turned back to face them as they drew up to the glass looking for all the world like a tour guide at a cheese factory. "You may be wondering why I'm telling you this." he said, then without giving them the chance to respond, he continued, "Well the man I'm about to introduce you to is a scientific genius who is testing and developing weapons that could turn the war back into Corneria's favour given just a bit more time. But I must warn you that this is absolutely top secret, not even General Pepper is entirely across what goes on here, and few people even know about the place."

"Yes Sir." Responded Bill, slightly disbelieving that they were about to be shown what even General Pepper might not know. The Colonel plugged his identification pass into a wall socket and entered a short code, an instant later, the glass doors sprang open and the trio walked into the white beyond. Dozens of scientists worked on benches all around the room, doing heaven only knows what as the Colonel and the two newly appointed majors walked through the room.

Bill gazed from side to side, taking in sights of rows after rows of computer consoles, piles of data-sheets and even the occasional mug that littered the research facility, over all of this, the scientist swarmed like ants, seeming to run from one experiment to another, constantly showing things to each other and leaning over to take some other reading or fill out some other form.

In short it was a hive of activity.

"Here you go you two." Said Colonel Hiller, Bill snapped his eye to the front and saw a toad in a spotless lab coat approaching, a couple of other scientists flanking him, Bill eyed the approaching toad critically, he looked familiar somehow. "This is professor Bel..."

"Beltino Toad!" gapped Bill in surprise, finally dragging the toad's image out of his memory banks.

Just about every eye in the complex snapped onto Bill, and he was very glad for his fur covering his skin beneath as he stood under everyone's gaze feeling extremely self-conscious. "Well, Well, Well. If it isn't young William Grey." Said Beltino, adjusting his glasses with one hand as he waved the other scientists back to work with the other. "I'm afraid I've been rather out of the loop for the last few months; I didn't realise that you'd graduated yet, and already a wing commander, eh?"

"Actually, _Major_ Grey has just been promoted." Said Colonel Hiller, bringing the scientist's attention back onto himself, "And since you already know Major Grey, this is Major Mitchell. They and half a dozen others are the only survivors of Alpha base."

"Oh," said Beltino, his face suddenly becoming very serious, "Oh dear. Yeah... I uh... heard the reports... But I guess I didn't connect... I'm dreadfully sorry." He said to the two pilots, "But as you can imagine, they don't let us out much... No that sounds too cliché, uh, we don't hear as much about the outside world as we could..."

"Enough of your stuttering toad," barked Hiller, "I know that you're an outstanding scientist, but surely even you don't have enough time to stand there looking gobsmacked."

"Ah yes, of course Colonel, how can I help you?" asked the toad politely. Bill noticed Mitchell rolling _his_ eyes out of the corner of his own.

"Like I said, these two were involved in the defence of alpha base; I thought that you might be interested in their accounts of the subject."

"Yes probably." Agreed the toad beckoning them toward a large office at the back of the laboratory. "You see," he said, turning to the pilots as he closed the door behind them, "Among other things, we here are trying to build up a detailed schematic of each of Andross' ships. With each battle we learn more about the capabilities of the craft, and off course there are plentiful supplies of reference photos and videos, and so using all that data, and some intuitive conclusions and some downright guesswork, we've been able to come up with fairly detailed schematics of nearly all of Andross' fleet."

"And hopefully any weak points they have." Added the Colonel.

"So, the question is, tell us what we're up against, and we'll be able to use our schematics to plan an attack against it before it gets here." Said the toad, pulling out a datapad and a stylus and leaning forward eagerly; looking for all the world like a mad scientist about to take notes on some crazy experiment. But then, Bill wasn't entirely sure that he wasn't slightly deranged, some said that all great scientists were. Certainly, the only capacity that Bill knew him in was in that of his friend Slippy's dad, and even then he seemed, at best, a workaholic, at worse, more than slightly afflicted by Aspergers.

While Bill was off with his musings, Adam was rather tersely explaining the situation, "The question is not of 'it', but of 'them'." He was saying, "What we faced at Alpha Base was three craft, two battleships, retro-fit with much stronger shields than anything I read about in other reports; and enough missiles to bring down a city! Mercifully we were able to shoot one down during the battle..."

"And the third craft?" asked Beltino, almost with excitement.

"A much larger ship," Answered Bill distastefully, "Like an archetypal flying saucer, probably more than 200 metres across."

"Amazing!" breathed Beltino, "To think of the power needed to keep that sort of thing aloft in atmosphere!"

"That's not respect I hear, is it?" demanded Hiller harshly.

"As a person and by principle, I detest what Andross preaches and everything that goes with it," said Beltino, unabashed, "But as a fellow scientist, one has to admit that he is incredible, a genius beyond peer. And you have to admit that throughout his career, he has done many brilliant things, many of them insane, many of them terrible, yes, but brilliant."

"I'd rather think of it as megalomaniacal." Scoffed Adam, Bill had to agree.

"I think we'll all have to disagree with you there Beltino." Said Colonel Hiller.

"Eh-hem, anyway." Said Beltino, "I will check, but I don't remember anything like that in what we've come across so far." With a quick scan, he ran through a list of names and serial numbers on his desktop computer, some that Bill recognized from the last year at military college, where they had been instructing students on all of Andross' terrors, knowing that they would be on the frontlines as soon as they graduated. Dreaded entries like '_Fantron'_, '_Harlok_ Class Cruiser' and _Invader III_ attack craft were just a few of the names that had proven themselves in more than one battle against Corneria.

"Nothing." Said Beltino sullenly, "And I suppose your ships don't have battle logs, do they?"

"No." Said Adam, "The Base did, but that's not much use."

"I know it's probably not much use, but I could draw a sketch of it." Offered Bill hesitantly.

"That would be a good start." nodded Beltino, sliding a stylus and a graphics pad towards him. Bill picked up the high-tech equipment and stared through it thoughtfully. The others' continued conversation faded into the background, then with slow deliberation, he began to draw, remembering the shape and the concave indent of the ships main weapon, the plaited surface of the underside, and four large hatches under the craft from which the fighters had been launched. He also gave the drawing a light shading to demonstrate the curvature of the craft.

"Here, this is a reasonable version of it." Said Bill passing the pad back over.

Beltino took the pad and glanced at it, then he looked back at it and stared. "This drawing's fantastic!" he exclaimed. "I didn't know you could draw that well."

"Eh, before I met Fox I was going to be an artist." Bill said. He smiled inwardly as he remembered two eight-year olds meeting at the local school after Bill's family had just moved there. To Bill's declaration that he was going to become a artist, Fox had scoffed, "I'm going to be a pilot." he had said, "My Father's a pilot and I'm going to be just like him." at the time, Bill had assumed that Fox had meant a space-liner pilot. Having no concept of Military flying, it wasn't until after many visits to their respective houses when Fox had begun talking of great historical battles in space and in the air that Bill had realized what he had meant; and then he'd instantly been fascinated.

So after Primary School, the two of them had enrolled in the Cornerian Military Collage & studied as pilots. Both of them had been excellent students, surpassing all the other students. Fox had been slightly better than Bill, then daylight was next; a large gap between them and the rest of the field, headed by Slippy Toad. but in a twist of fate, Fox had never finished his education, and instead, Bill had been the one to pass the test with the best score in history.

"Well it'll certainly be a good starting point for our research;" Said Beltino, "In lieu of any camera footage at any rate."

"I think, Beltino." started the Colonel, "That these soldiers have had enough for one day, You two will have to report to the medical ward before you are off duty, and I'd rather not have the medical director after my head." he said to Bill and Adam, "You are dismissed."

Bill stood and saluted before turning and leaving, the other Major imitating him and following behind.

Tom Whitmore looked around nervously at the mounting tension in the recreation room that the tatted remains of Alpha Base's had been assigned. The tension was almost tangible as groups of pilots talked quietly among themselves, shooting angry glances at other groups and the occasional raised hash whisper. Tom sat on his own, watching with apprehension. He had a pretty good idea what it was all about.

While he had been a student at the Cornerian Military Academy, he had had to help at a space port where refugees from the war had been arriving on Corneria.

He remembered one family in particular, who had had a child killed in their escape. He had stood and listened to an old turtle who had escaped with them, who told of their story. How all of the family had worked valiantly in the escape, but the child had strayed a little from the road and had stepped on a tank buster mine; all of the family had blamed each other in their grief, and two of the older brothers in the family had even come to a fist fight in which Tom had had to intervene.

He feared that there might be a repeat of that situation here, in this room filled with emotionally unstable, tired and wound up people. From the short snippets of conversation that he could hear it sounded like people were shattered by the destruction of Alpha base, either because of relatives or friends that had been on the base at the moment of its destruction, or just because of what it represented; the fall of the Lylat System's largest military base, Corneria & probably Venom notwithstanding.

Either way, the soldiers were taking it badly, not that Tom could blame them, he too had lost three wing mates, and several friends on Alpha Base, but he simply felt too drained by shock to do anything about it. Still, he couldn't help but be surprised when a voice in one of the groups suddenly shouted out from the rest

"..It was! My girlfriend was on the base and she never had a chance!" one of them was shouting.

"and what you think I didn't lose anything? Besides, you guys were the ones in charge of taking down those ships, if you hadn't failed in that…" countered the other one before he was cut off.

"_You­ _lot were the ones in charge of the fighters, we might have done something…

Tom got to his feet, knowing that something had to be done but unwilling to get involved, the last thing he wanted was for both parties to instead attack him as an outlet to their obvious frustrations.

"_We _let the fighters in?! Don't blame us for what was you Husky's fault."

"Husky's Fault? Why you…!" said the first one again as he lunged at the second. A solid smack echoed across from the fight as the fist connected with the other's cheek, the other one countered with a round house kick, dropping the first to the floor. The second one dived on the first while he was down but was quickly beaten back by a vicious kick to the chest. A movement to the side, alerted Tom to their two commanders entering the room, both with identical shocked faces as the observed the fight and the others in the room watching on with interest.

"Hey!" shouted Bill, as he rushed forward and grabbed his squad mate by the shoulders and yanked him back away from the brawl, out of the corner of his eye, Tom saw Mitchell doing the same with the other combatant. Pulling him back, Bill wheeled the other pilot around to face him. "What do you think you're doing?" he roared at the Rottweiler, finally finding an outlet for his pent up frustrations.

"He accused the Husky unit of..." but Bill shook his head angrily. "I don't care if he accused us of being miniature poodles! This is totally unacceptable behaviour! We are all on the same side!"

"I didn't think..."

"Yes I can see that! Honestly, Andross is probably sitting up on his bloody high chair and laughing his head off at us. Look what we've been reduced to, a bunch of squabbling school boys!" silence reined over the group. Partly maybe because Bill was shouting at a pilot with almost eight years of active flight experience, but nevertheless, Bill's message seemed to be getting across

"Listen up, all of you!" added Mitchell, coming to Bill's support, "I know that this fight has been very hard on you..."

"Damn straight." Muttered someone from within the group.

Mitchell ignored them. "But we cannot allow ourselves to turn against each other, We're Soldiers; we're better than that!"

"So pull yourselves together, cry on your own time. How does the saying go? Shape up or ship out." That seemed to placate most of them, but some were still not finished. Among them the man who Mitchell was restraining. "First, you're not my commanding officer, _Grey_." he spat the last word, "Second, why should we listen to a tenderfoot like you anyway."

"_Major _Grey is a superior officer, lieutenant, and as such you _will _treat him with the respect he deserves, take that as an order _from _your commanding officer." Snapped Mitchell

"Just 'cause I'm inexperienced doesn't mean I'm incompetent," Said Bill in a forced calm, "This fight was tough on all of us, and many things changed in it, we've all lost our home, family, friends, role-models, but we have to continue fighting, we can't turn against each other, or we tarnish the efforts and the deaths of everybody who died on this disgusting day. So save your hate and anger for Andross; the one who's worthy of it."

"Andross isn't worthy of anything; even contempt is too good for him." said one of the other pilots, to great amusement of everyone present. And just like that, everyone was talking about Andross and what they would do to him if the got five minutes with him in the interrogation once he had been caught and so on and so forth. Bill breathed a sigh of relief.

"That was close," said Tom breathlessly.

"It happens." said Adam, "too much stress and adrenaline, and as it wares off, people get hypo, I remember a peace keeping mission a couple of years ago when we were called in to attack a terrorist truck filled with explosives from reaching a power station, we were a few seconds late and the truck destroyed the power plant; killing thirty odd people and costing millions in damage. There was a punch up after that mission too, I remember I was unfazed by it until the next morning when the full implications hit me like a ton of bricks. Just be careful you two, it'll hit you when you least expect it.

"I'm going to turn in, I think a shower and then bed would do me the world of good. Goodnight." Bill nodded as the other major walked away, wondering when the days events would finally hit him, and whether he was really ready to lead his own flight, he'd only made one decision since he'd been made flight leader, and that had been a direct order from a superior anyway. And then he wondered what would happen when Andross eventually did track them here. Would he be ready then? would any of them be ready?

"I think the shower sounds like a good idea," he said to Tom, "And then I better go and have my physical, I take it you guys have already had yours?"

Tom nodded. "Yeah, before we got shown down here; while you were in the debriefing."

"Great, see you at the mess for lunch then, with any luck they have a bar--I could use a good drink after all of this."

* * *

Meanwhile, in the shadows of an air duct that ran over the room, a small figure hunched, his eyes glowing in the dark as he observed the scene below. Oh how he wished that those soldiers had beat the heck out of each other, but those rotten do-good commanders had shown up and broken up the fight.

He was sure that those commanders could be very troublesome if allowed to continue to exist. But it may just be more fun to see them destroyed along with the rest of the base when Andross' troops got there. But he would have to run this new development past his master.

The figure pulled out a comlink, one that looked identical to the other ones on the base, but this particular one had been given to him by Andross himself. Using the scientist's superior technology, the comlink contained a microscopic signal booster that allowed his comlink to connect directly to the communications satellites in orbit--or in this case, since the Venomian ships had destroyed the satellites, the signal would be ran through the ships themselves using a special encryption to be untraceable to the Cornerian's.

"What do you want, Vessic?" growled Andross as the link was completed.

"Master, I have news." said Vessic as humbly as he could. "A group of pilots survived the destruction of Alpha base."

"Yes, I know." Andross' voice clearly displayed his displeasure at this particular point.

"Well sir, all sixteen of them have just landed here." Silence met this statement. "Should I remove them?"

"No," answered Andross at length. "Though the data that they have on the _Saucerer _is unfortunate, You wouldn't be able to remove all of them without blowing your cover." he paused again. "But don't let them send any messages to Corneria or the other remaining bases."

"No master, it shouldn't be to difficult, the Satellites are still out of commission."

"Don't be so sure, Vessic. I know this Beltino toad you keep telling me about, he was one of the lab techs at the Cornerian Army Research laboratory before I was banished. He was quite bright, he may be able to rig something to contact the other bases."

"I'll make sure master."

"See that you do." Andross threatened, "Or I might just forget to order the ground assault, it would be much cheaper to just blast away, and your hardly indispensable." Vessic gulped, "Don't worry Master, it will be done…"

With a click, Vessic turned off the comlink and scurried back through the corridors, he didn't wish to fail Andross again, he had already failed to get into the Alpha Base like he'd hoped; Andross had not been pleased but he'd agreed to give him one last chance to avoid the grizzly fate that the rest of the Cornerian Army would meet, by feeding as much information as possible of the research from Area 51.

But now, if he wasn't careful, he could lose all that which he had strived to build for himself, slipping out of the air duct into the store room he always used for such a purpose. Quickly brushing the dust of his paws and knees; the dust from the dessert outside got into the air ducts and consequently was always layered millimetres thick on the bottom, it also meant that a fine coating covered just about every exposed surface in the base.

Putting back on his hat, name tag and side arm, Vessic carefully open the door and slipped back out into the base, once again becoming an anonymous soldier.

* * *

**AN: Sorry long break for that one, it was actually ready a week ago-but I didn't get around to posting. If there is anyone out there, I'd appreciate you just spending the time to hit the review button please, even if its just to say "good", or "garbage" as the case may be, I just wanna get an idea of how many people are reading this. Vessic is a little nod to 'Star Fox' by ****Theodore P. Perrotti, that story was one of the very early Starfox fan fictions, even if it's not really one of my favourites was what introduced me to StarFox fan fiction, or actually to fan fiction in general in the first place, and so it will always be worthy of remembered for me.  
**


	6. The Defence Of Fichina

**Stars Of Lylat**

The Beginning Of The End

* * *

C h a p t e r 6

**[ ****The Defence of Fichina**** ]**

_-"Katina, now Zoness, we've lost more planets in the last day than we have in the last year. For some reason Andross is accelerating his plans, but why? Either his own reserves are finally beginning to get low... or he thinks that we're only a step away from defeat."—__**General Pepper**_

/\

/\/-\/\

Far from Katina, Venom glowed dangerously in the distant light of Solar and Lylat. Light scatter from its toxic green atmosphere casting an unsettling paw over all around it, to a distant observer, one might believe that Venom was beautiful, and one could argue that it was in its own deadly way. But then one far away who did not know better would also say that Venom had a small moon and a faint ring around it. In fact however, the moon was an enormous battle station, and the faint ring was a belt of deadly battleships, fighters, cruisers, Inter-Planetary Ballistic Missiles and other less than pleasant military surprises.

But to Andross, nothing could look more beautiful. The starkness of his incredible inventions as they flittered through the khaki-green sky was a clear statement against his persecution by Corneria.

Corneria. After the explosion that had caused them to take action against him, it had been all too obvious that they had wanted nothing more than to execute him as an example to others who may gain rebellious thoughts. However, since Corneria had long since dispensed with capital punishment, they had—or rather the hated General Pepper had—suggested that he be exiled to Venom, where natural supplies were low, and he would quickly die anyway in the harsh climate.

It was ironic that in their efforts to get rid of him, they had sent him to this world; a world that was renowned as hell by most had turned out to be a paradise for him. Now, thanks to Venom's mineral rich soils, and weak willed inhabitants, he had assembled an army against his persecutors, an army which was just a few moves away from victory.

Yes, the chessboard was well set, all the pieces were accounted for, General Pepper was getting desperate, the military bases of almost all the planets in the Lylat System had been brought under his control or ground into the dirt, and now the infamous squadrons from Katina which had almost defeated his invasion force at Fortuna was strewn across the plains of their dusty home planet.

He, Andross, had played his hand very well, and were Corneria had just their King, Queen and a few Pawns left in play, he had almost his entire compliment of pieces left. And even now, he was still scheming, making adjustments into his master plan that would soon have the King—the Corneria city base tumbling into ruin. The Queen—the Cornerian Defence Fleet was still a problem, but already he was manoeuvring to disperse the remains of the CDF, opening a clear path for his rapidly growing invasion fleet to sail right on in to Corneria.

Andross eyed the image of Zoness with disinterest; beaches and sun held no interest with him, not that _anyone_ would enjoy them much anymore anyway. The six month long invasion of Zoness had utilized some of his extremely dirty 'conventional' weaponry and machines, and the once crystal clear greeny-blue seas had been died a muddy brown by pollution and spills, but the distastefully dirty technology had gotten him results, he had cleared out Corneria's presence there, and the world was of no further use to him; unless there was indeed oil under the seas that had long ago been declared a national park by the Cornerian government. He would have to send a drilling team to investigate immediately, but for the moment, his attention with the planet was restricted to the four people he was trying to contact.

The screen in front of him dissolved into static before resolving into a four screen split, in the each of the windows showing a different species in red and black flight gear sitting in a cockpit with a greeny-blue glow behind them.

"What can we do for you, my Lord?" spoke the wolf from the top left corner of the screen. The statement wasn't quite mocking, but it wasn't far from either, still, Andross decided to ignore it—for the moment.

"O'Donnell, you have finished on Zoness?" he growled. "You have had three weeks to clear that planet."

"Yes Sir." Responded the wolf, far more respectfully this time, perhaps he had heard something Andross' tone. "The Sarumarine has done a good job of destroying the retreating rear guard, and we have secured the enemy base."

"What took so long, Andrew?" asked Andross dangerously, this time addressing an ape in the bottom right corner.

"It wasn't our fault, Uncle Andross! That stupid git was too stupid to work out how the Sarumarine worked, and..."

"Silence!" bellowed Andross, "You will not blame your own failings on the failings of others!" he knew that Andrew was lying, as evidently did Wolf O'Donnell given that he was cringing severely, Saru had done extensive training in the submarine, and knew perfectly well how to run it. Sometimes Andross wondered why he even bothered with his nephew, the great intelligence that was a hall mark of the Bowmans was all but absent in Andrew. Still he would need to leave his great empire to someone someday, and unfortunately, his nephew was as good a candidate as any.

"I'm not really interested in why it took you so long to finish something that should have only taken a couple of hours to do, as long as it doesn't happen again," Snarled Andross, "Right now, I have a new assignment for you four."

The four people looked gleefully at him, "Where? Where are we going next?" Chuckled Leon, a rather evil looking lizard.

"You are going to Fichina." Said Andross blandly, and waited, inwardly laughing, for the reactions of the four in front of him. He was not disappointed, Wolf O'Donnell's mouth dropped open in horror, Andrew looked as if he'd just been kicked in the face, and Leon Powalski looked like one of his sick torture methods had just been turned on him. It was common knowledge that Fichina had little strategic value to either Venom or Corneria, and so far Andross had only sent his least skilled fighter pilots and those that he considered likely to be traitors.

Andross chuckled to himself as he looked at the three members who where gulping like fish, and then turned his attention to the final; and _only_ seemingly unaffected member of the group.

"We get paid our usual fee?" asked Pigma Dengar.

"Yes." Huffed Andross, he was unsurprised that Dengar didn't care, as long as he got a fat pay check, he didn't care where he was sent; the safer the better. Andross hated the greedy pig with a passion, but he had been useful in the past in assisting with the death of James McCloud, and now he knew too much to let him drift back to the Cornerian side. Andross did intend to kill him eventually, but he was too good a pilot to waste in the mean time, and as long as he kept offering the best pay check around, he felt he had little to fear of betrayal.

"What are our mission objectives?" asked Wolf, having recovered enough to speak with a semblance of dignity.

"You will pick up a fleet of two-hundred drone fighters from Macbeth, and then proceed straight to Fichina where you will take control of our forces there and destroy any remaining Cornerian forces. Understand?"

"Perfectly." Said Wolf.

"Then go! I want that base to be mine by nightfall!"

"But Uncle Andross! Surely you aren't really sending us to a backwater world like Fichina? We want to make a difference in this war!"

"You have failed me on Zoness, if you want my acknowledgment you have to earn it," said Andross, "Prove yourselves by taking Fichina, then we'll talk.

"Now go on, or it'll be nightfall before you even get there. You are dismissed StarWolf." Before they could respond, he terminated the connection. He liked stringing StarWolf along, it insured that Wolf in particular didn't become too big for his boots. But he did respect their abilities as pilots, mostly. As it happened, the taking of Fichina was actually a _very_ important step in his plans—not that he'd ever tell them that, not that he'd ever tell _anyone_ until it was too late. As the image in front of him once again resolved into an image of Corneria, he smiled evilly. Soon the people who scorned him would be no more; just a few more days, and the entire Lylat System would be in his grasp...

* * *

Shrill screams of zooming aircraft rent the air; a hash blizzard that had raged for days muffled everything else. It was the worst possible conditions for a battle. Both of the opposing forces were restricted to using inferred display technology to hit anything, or to avoid hitting anything since the mountains were also invisible in the storm.

The whiteout had been caused by the sudden deactivation of the Global Climate Control Centre, based on the equator of Fichina. Using an obscure branch of science, Andross had created the awesome device which adjusted the global weather patterns enough to make the planet liveable. But that had been before he had been banished to Venom, Andross seldom thought of controlling the weather these days, now his only use for the climate control centre was to make things as unbearable as possible for the Cornerian trying to protect the planet. At least so thought Dac, second lieutenant in the Special Forces unit assigned to recapture the Centre.

As an arctic wolf, Dac was rather comfortable with the temperatures of Fichina, and had been one of the few to volunteer for service here, before the war. But without the climate control centre, even he was finding the extreme cold next to unbearable. A thick crust of ice clung to the fur around his exposed face, and his breath became ice just a few inches from his muzzle, his eyes ached from the hurricane forced winds and his ears felt like blocks of ice. "How much further is the valley!" he bellowed to the leader of their unit, his voice sounding distant even to his own ears in the blithering gale.

"About another Kay!" roared back their captain; but for his facial movements it might have been a whisper.

Their target, the climate control centre, was located in a wide valley about forty kilometres away from the defence post, which they had left yesterday morning. To try and avoid detection by the Venomian troops they had travelled the distance on foot, the twelve most elite of the defence post's hundred-and-fifty soldiers and pilots. Their mission description was a simple one: 'Use whatever methods necessary to take back the climate control centre and reactivate it.' A simple enough sounding task, but the group had soon found that even getting to the centre was going to be much harder work that they'd anticipated.

The snow had been so powdery and so deep in places that it had been like walking through a bowl of rice, and there had already been one death due to a young-age heart-attack brought on by a combination of war stress, exhaustion and a sudden dip in a subzero river. Their only comfort was that once they reached the valley, the weather would be less extreme.

Well beyond shivering now, the eleven surviving soldiers trudged on, each wearing a large amount of munitions; a hand blaster and a rifle, several small mines and enough energy clips to last out a siege. On top of that they carried four days rations and camping equipment. A heavy load, especially across the treacherous terrain that they had to cross.

At last, after almost half an hour, they caught sight of a thin blue laser light that seemed to shoot up into the sky. "That's it!" shouted their leader, "That's the control centre."

"Then the edge of the cliff can't be too far either!" yelled Dac, "Everyone watch your step!" it wasn't long before they found it, a place where the ground just seemed to vanish down into the swirling snow.

"How far down is it?!" asked one of the strike group.

"Enough." Replied the captain grimly, "We're going to have to rappel down it!"

With pain staking slowness the strike team took out their rappels and dug down into the snow for solid ground to attach their hooks to. As soon as Dac had planted his he began to descend, being extra careful with his numb fingers. It actually wasn't as bad as he had feared, the wind dropped off more and more the further he went down, and by the time he reached bottom the blizzard more resembled an early spring flurry, for the first time in thirty-six hours, he didn't feel like there were fingers of ice trying to squeeze through every gap in his clothing.

"Okay everyone, you know the drill." Said the leader, gathering them around in a tight huddle, "The Centre has no defences _as such_, but we don't know what the Venomians have been preparing for us. Command doesn't think that there are more than a dozen soldiers guarding the facility, so if we take 'em by surprise it should be clear sailing for us."

"With respect sir, we have to get there first." Pointed out Dac.

"True, keep your wits about you everyone, the storm is less severe here, but that only means that the snow will be less compact, there could still be long drops too. Keep comm. silence unless absolutely necessary. Okay fan out and we'll rendezvous at the control centre."

"Yes Sir!" replied ten voices. Dac started out as hard as he could toward the faintly glowing beam of the Climate control centre. Just a few more minutes and he'd finally be inside again. Then the _real_ challenge would begin.

* * *

General Pepper was a patient man, or so he prided himself, but his patience was being worn dangerously thin this particular afternoon. Ever since the disastrous news about the attack on Zoness that morning, he and a team of analysts had been going through every scrap of information they could find that related to Zoness in the slightest degree. And here ten odd hours, fifteen lollipops and nine cans of fizzy drink they were no closer to finding the entity responsible for the sudden obliteration than they were at the start. All they had to go on were the few statements from evacuated Soldiers who had been waiting for the next evac group, who had never shown up.

"What a day," He muttered to himself, "Two planets lost and at least one thus far unknown super weapon!"

"Sir." Whispered a soldier as he sidled up beside Pepper, "The Major from Papetoon, Filius wants to speak with you, he says its urgent."

Pepper groaned, "Not more bad news." He said exasperatedly. "Alright, put it through."

"Yes, Sir."

A fuzzy image of a youngish ferret appeared over the holoprojector, suppressed emotion written all over his face. Pepper instantly feared the worst.

"What is it, Major?" he asked resignedly. The Ferret threw him a crisp and proud salute.

"Sir! Papetoon is ours again!" he cried, doing his best to remain formal when clearly all he wanted was to dance with joy. Pepper instantly felt himself straighten, as Military straight as his back already was.

"Explain, Major." He demanded, keeping the one spark of triumph he felt well way from his expression. As if someone might suddenly shout 'joke'.

"Last night the enemy forces tried to launch a surprise attack on us, but we beat them back over the night." The Ferret proudly explained, "Then late this morning their commander himself launched an attack on our base, accompanied by his troops, from comm. chatter we were able to establish that the commander was operating something called a 'Dancing Insector' which attacked personally about five hours ago! It took us a long time and many loyal lives, Sir. But we were able to destroy it!"

"Excellent!" Said General Pepper. "What about the rest of the enemy forces?"

"That's a funny thing, Sir..." said Major Filius, "When the Dancing Insector was destroyed, all of the other craft seemed to become confused for a long period of time, they just seemed to lose all sense of strategy and just began attacking targets aimlessly; it's as though they had no independent thought and couldn't function without their commander's instructions. It took them hours to get themselves organized to form a retreat; More than long enough for us to destroy them."

"Excellent news." Said General Pepper, wondering if the same scenario would hold for the other 'super weapons' that Andross had created—if destroying the Attack Carrier which had attacked Macbeth for instance, would cause such a disturbance to the enemy forces, he may have just found a way to turn the war back in their favour.

"We've also been able to get the spy network back online." Reported the ferret, "Though without significant repairs and upgrades it will only be sketchy."

"We'll get those resources to you as quickly as possible." Pepper assured him, "Tell me, can you give me any information from the space around Zoness?"

"Zoness"? replied Major Filius with a small amount of surprise, quickly schooling it though he turned and barked something to someone off camera. A second later her turned back, with a data sheet in his hand, "Sir, though we haven't had it back on-line long, there is no movement recorded within the Zoness Sector except for a couple of small craft leaving it a couple of hours ago. They made directly for Macbeth, and then half an hour later a large force departed in the general direction of Fichina, but it moved beyond our scanner range almost at once."

General Pepper mused for a moment, "These ships that left Zoness, how many were there?"

"Just three or four, starfighters by the look..."

"Damn it! Is it three or four?" snapped Pepper.

"Four, Sir." Replied the major meekly.

"Four..." repeated Pepper softly, a deep worry beginning to settle upon him. "Thankyou, Major." He said, much more reserved, "I will see to it that everyone in your command receives a promotion, but I'm afraid I'm going to have to cut this transmission short for the time being, I've got urgent matters now to attend to."

"Of course, Sir." Saluted the ferret, a moment before he dissolved into static.

"Right! You heard him everyone!" barked Pepper, rounding on the rest of the room, "Four fighters! You know as well as I do what that could mean, so I want a full check on StarWolf's location, right now! Search every source, every newsfeed and every bit of Comm. gossip you can get your paws on. I hope I'm wrong, but it looks like StarWolf were the ones responsible for the destruction of the rear guard on Zoness, And if that's the case they're headed directly for Fichina!"

"Is it possible that they were on Katina?" asked a voice from the crowd.

"No, we had several reports from civilians before we lost contact about the attack, and none of them contained anything which might indicate StarWolf's involvement." Replied Pepper.

For a few minutes all was quiet except for the low hum of the computer fans, and frantic clicking as the group of analysts tried to find any other traces of StarWolf. But it quickly became clear, there was nothing.

"Sir," Called Sergeant Salty, "There has been nothing on StarWolf for more than three weeks, so though there is nothing that confirms that they were on Zoness, there is nothing that prevents them from being there either."

"And given those four ships today..." Pepper nodded solemnly, "Lieutenant, get me a line to Fichina HQ immediately." He said wearily. Dimly he wondered why good news always had to be closely followed by worse news. "It's always one step forward and two steps back..." he muttered to himself as his screen changed to show a tactical read out of Fichina, panning steadily closer as communication was established...

* * *

The going was much easier down here in the valley, the wind was—though still strong—not enough to lift Dac off his feet as the wind on the highlands had been, and the snow didn't bite nearly as much as he trudged on through the whiteout. At last he reached the edge of a small cliff and saw the control centre. The dim blue beam extending from a protrusion on the top of the round complex was now fully visible, giving the snow around it an eerie blue sheen. The external lights were still on and flood lit the small drifts of snow into sharp relief. But best of all was the sight of a mere single guard standing by the door of the complex—it seemed that all their efforts had been worth it, they hadn't been detected. Yet.

Pulling out a fresh rappel and trusting the snow and his white clothing to keep him hidden from the guard, he slowly lowered himself over the edge of the cliff and down the beyond vertical cliff face.

The wind howling around swirled between him and the cliff, pushing him away from it, and Dac, fearing the length of time that the rappel would hold with the extra stress of the jiggling lowered himself as quickly as he dared breathing a sigh of relief as the bottom approached.

But then with a couple of metres to go, an ear-splitting bang, accompanied by the shrieking of low flying aircraft tore through the air. Dac half turned, dangling from the line in horrified fascination as the dancing shapes of starfighters flitted in and out of sight through the blizzard with green and red flashes spitting between them, occasionally followed by the brighter orange glow of a fighter exploding.

Dac wondered who they were; there was no Cornerian attack scheduled around the control centre for days; the brass had wanted to make sure that there would be nothing to give away the strike team such as fighter escort or covering attack. Such attempts had always been met with bitter failure during the war, and as far as Dac knew the closest reinforcements were still a day away.

In his confusion, however, he had forgotten that he was still dangling three metres from the ground on a fine cable, and a loose shot—from friend or foe he didn't see—burned through the cable a scarce foot away from his gloved hands, sending him plummeting to the hard-packed ice below.

He landed flat on his back with the wind knocked out of him. Clutching an aching kidney region with his left hand, Dac rolled onto all fours and panted, trying to regain the air that his wheezy lungs assured him was missing. With a low moan, he crawled to the top of a small snow ridge about ten metres away from the entrance to the centre and lay on his back, still wincing in pain from his fall.

At last getting a grip on himself, he rolled back onto his stomach and looked towards the door, the guard that he had seen before was still there, standing a little further under the cover and glancing fearfully at the sky every so often. But he was much more alert than he had been five minutes ago, and Dac knew that the unexplained battle had put the centre on its guard and now their job had just become ten times more difficult. With a silent curse at whoever had authorised the air attack, Dac pulled out his riffle and carefully loaded it, making sure that the canister that he put it was filled to the brim.

"Lieutenant." Came a low voice from near his ear. Dac jumped and span around so fast that his neck cracked, pulling the gun to bear on a cold looking bear and realizing almost at once that it was one of his own group.

"What's up?" he whispered back.

"We've got two snipers in position, and the rest of the group is waiting just a bit further around. We've got to be ready to go as soon as the snipers hit the watchman."

"Any idea where the attackers came from?" asked Dac.

"Captain said they were ours, but that we might as well make the best of them being he—." The end of his statement was cut off by a starfighter shot from above striking the ground less than five metres away. The next second, all hell broke loose, with a sharp crack, a sniper shot dropped the guard in the doorway like a ninepin, and then not a second later, eight armed Cornerian soldiers were rushing the door, throwing it open and running inside with blasters at the ready.

The corridor was long and empty, the dull lighting perfectly even down the corridor, leaving no place for anyone to be lurking. With trained silence, the soldiers crept down the hall, Dac held his blaster ready to shoot anything that appeared over the shoulder of the captain who walked in front of him.

They saw no one. Doors opened off to the left and right along the passage, but they ignored them, pressing towards the centre of the facility. The end of the main passage came to an end into a brightly lit room. The strike team pressed themselves back up against the wall a few metres from the end, the captain pausing for a second before holding up his hand and holding up five fingers, then clenching it, and then showing three. Eight Venomians.

Reversing his palm so that the back of his hand was facing them, the captain held up five fingers again and began counting backwards with them:

Five... Four... Three...

Dac readied himself, running a final check over his weapons and jammed the butt of his rifle into his shoulder.

Two... One... ZERO!

The strike team streamed out into the room, firing as they went. Dac shot down an ape as he struggled out of his chair, reaching for his gun, blaster bolts whistled around him, but he ignored them and brought his gun to bear on a second enemy—a lizard—and dropped him as well, he was just aiming for a third when they took a blast to the back of the head and collapsed. And just like that the fight was over, some of the soldiers went to inspect the kills, another two went to guard the entrance to the room, Dac and the rest of the team ran over to inspect the Climate Control System. There had been only one casualty.

The adjustment to the Climate Control Centre turned out to be a rather simple one in the end, the area under the centre's control had been reduced until it had only covered a few square feet. To fix it, all Dac had to do was expand the range to cover the entire planet again.

Above them, through a great multiplex canopy, the blue beam that shot off into space suddenly brightened exponentially, brilliantly illuminating the white snowflakes whipping around it.

"There, that should be it, Captain." called Dac.

"Yes, the scanners are already showing a rising trend in the temperature and a drop off of the winds." Called another member of the team.

"Okay then boys, our job's done, let's get."

"Rodger that, sir." Said Dac, following the instructions given to them at their briefing, he put a couple of rounds of blaster fire into the control panel, making it impossible for the Venomians to readjust it again without serious repairs.

With their job done, the strike team quickly withdrew, jogging down the tunnel and out into the open once more. Already the Climate Control Centre was having an effect, the blizzard had completely vanished; reduced down to a light snow shower, and without the wind it felt considerably warmer already. The overcast sky remained but already it looked to be breaking up, and lighter patches of cloud shone brightly.

But with cover of the snowstorm gone, the battle in the skies became clear, and it quickly became apparent why the army had overturned the no-fighting near the Control Centre order.

An armada of light starfighters danced around, trading fire with the greatly outnumbered Cornerian forces. But these were not the usual outdated ships and surplus pilots that the Fichinan division had become accustom to; these were sparkling new drone fighters, fresh off the assembly lines on Macbeth, and a great mass—more than a hundred strong—swarmed around the lower wisps of cloud. And flying along with them, seemingly their leaders were four red, black and silver starfighters, knife like in both appearance, and in efficiency.

Even the foot soldiers of the Cornerian army knew the deadly profile of the _Wolfen_ Starfighter.

"Bloody oath!" cried one of the other pilots, "Its StarWolf!"

StarWolf, the deadliest of the Venomian's Special Forces units answered directly to Andross himself, the four pilots that made up its ranks were the best pilots in the Lylat System, and their Wolfen Starfighters were the pinnacle of space technology. With equal handling in either space or atmosphere thanks to their prototype gravity defusing blades, their shields which could take as much of a pounding as a light cruiser, and their lasers that could puncture a tank's armour with little effort, they were capable of taking down an entire starfighter unit on their own.

Not much else was known about the mysterious unit, except that certain defeat would follow when they joined the battle. The leader, an unknown grey wolf was said to have once attended the Cornerian army academy, but that was only an unconfirmed rumour. The second in command, a chameleon was a complete unknown too; even more so than the first. The third was an ape known as Andrew Oikanny, not much was known of him either save that he was the nephew of Andross—and the least skilled pilot of the bunch. The last member of the squadron _was_ well known however, infamous even. Pigma Dangar had been a member of first the Cornerian Secret Service then of the StarFox Mercenary Unit. And it was common knowledge amongst military ranks that it had been him who had betrayed James McCloud and had been responsible ultimately for his death and following dissolution of the StarFox team.

Dac broke out of his musings as, as one, three Cornerian fighters turned towards one of the Wolfen and with expert precision fanned out to lay covering fire against the Venomian ship, but the StarWolf pilot lived up to his reputation, lazily banking out of the ways of the incoming fire and pummelled two of the would-be destroyers, before chasing the third one—who had broken off—down directly towards Dac and the Strike team.

"Sir!" cried Dac, "We've got to find cover!"

"Absolutely. Everyone break for cover everyone, fast as you can."

But a ground shaking explosion above them made them all look up again before they had gone as far as five metres. The Wolfen they had been watching a moment earlier was now swooping towards them through the gaseous remains of what had once been a Cornerian Starfighter, Dac watched, stunned by shock as a brightly glowing missile was deployed from the bottom of the craft and charged at them, Dac could feel himself moving, but still his eyes never left the cylinder of death that was moving towards him, and then suddenly it was upon them. There was a huge roar and a blast of heat and orange light, and then Dac was falling... and then nothing.

* * *

**AN: Come on guys! I _know _there are people reading this story, review it! I beg you! (A big thankyou to Guitardude2 who actually _has _bothered to take the time to review)**.


	7. Bittersweet

**Stars Of Lylat**

The Beginning Of The End

* * *

C h a p t e r 7

**[ Bittersweet ]**

_-"I Can't believe Fox said that to me, after everything that we've been through, to suggest that I'd do something like that to James."—**Peppy Hare**_

/\

/\/-\/\

Rick Coon was a quiet creature—growing up in a noisy orphanage could do that to a person. He'd never been adopted and had barely graduated from school; passing only due to his better than average Practical Science skills. In the few years since then he had moved from job to job, looking for someone who would hire an unqualified mechanic since he didn't have the scores, _or_ the money, to pay for university.

His task had seemed hopeless, until he had seen the short add for a stay-in mechanic at the local space port. The add had been placed by the StarFox team, who'd hired him with no questions asked after they'd seen him repair the small test object that Slippy Toad had brought for him.

And so now he lived on the massive Destroyer, the _Great Fox_ and was kept busy greasing and fuelling the StarFox Team's fighting machines, the large specialized light tank know to the team as a _Landmaster_, a pocket War Submarine of Slippy and his father's own design, the _Blue Marine_, and, by far the most interesting machine of all, the _Arwings_. It wasn't the most exciting job in the world, he lived in store room off the hanger control room, and, by his own desire, interacted little with the rest of the crew, except for when they came down to the hanger bay, or when _he_ went up to the kitchen to make himself lunch. But the pay was good for an unqualified position, and Rick knew that the commander Peppy Hare was well known in the military, and thus saw it as a good chance for a recommendation, and possibly something larger in years to come.

Unfortunately, the down side of the job was that he rarely was able to leave the _Great Fox_ except for when they flew back to Corneria to restock on supplies. The other problem was having to put up with a grumpy falcon after he'd spat the dummy over something with the rest of his team mates. Today was one such occasion.

"Oi, Raccoon!" Shouted the avian rudely as Rick pulled down a grease gun from its rack, "Ready my ship, I've got some place to be!"

"B-b-but!" stuttered Rick in a panic, "I w-wasn't told ab-bout your trip!"

"Do you need to be told about all our dealings?" snapped Falco, crossing his arms.

"W-well n-no, but I-I've j-just taken all the Arwings to pieces to c-clean and oil them." The look on the bird's face was priceless, if Rick hadn't been so worried that Falco would punch him into next week, he might have laughed. The avian looked like he was having a coronary, his eyes bulged and his beak gaped wildly as if someone had just told him that the Feast of Lylat had been cancelled. But as the Avian regained control of himself, Rick couldn't help but notice the wild predatory gleam in his eyes, so instead he squeaked "J-j-just give me t-ten minutes'n I'll have her back together."

"You better!" snarled Falco, storming over towards the team's locker room to grab his flight pack and white jacket. Rick sprang over to the pieces of the Arwing's wing joint and started cramming bits back in, bearings and pivots and other mechanisms that allowed the wings to swing backwards and forwards. He glanced up towards the locker room fearfully, expecting to see the avian glaring at him impatiently, but instead Falco was standing in the locker room holding his pack with one wing and a picture frame in the other. he examined picture critically for several long moments while Rick watched transfixed—it was extremely rare to see Falco express any emotion other than anger, and to see him doing something as sentimental as looking as a photograph was staggering.

With a snap, Falco shoved the photo and his bag back into the locker and closed the door, Rick hurriedly looked down and tried to look busy, but instead the avian shouted, "Forget it, Coon! I've changed my mind." And leaving the bewildered mechanic in his wake, Falco Lombardi stopped back to the entrance of the hanger and slammed the door behind him.

* * *

The tension in the StarFox team as they met at 1000 hours was incredible, Fox was sure that Rob must have turned the air conditioner down as he and Slippy sat on one of the benches in the simulator room, Peppy standing stiffly in front of them and Falco leaning against the wall in the corner.

"Right, you all know the drill." Spoke Peppy, his voice as stiff as the way he stood, "We'll be working in pairs today, Fox and Falco, and Slippy and I. The scenario is fairly simple, enemy fighters are attacking a Cornerian allied base on Fortuna, the fight has been going on for a long time and the enemy has the upper hand, outnumbering our allies four to one.

"Our mission is description is even simpler; destroy all the enemy contacts without losing the base. After the base is secure, a new target will appear whose form will be at Rob's discretion. All clear?"

A muted mumble of yes rumbled around the room, a far cry from the usual enthusiastic calls, as the pilots got to their feet and climbed into their simulated fighters. They were quite used to this, all of them spent long hours every day in the simulators, pushing their way through different combat scenarios and re-enactments. They had started off simple, just attacking small convoys with cheap simulators which were about as detailed as an arcade game. But at some point, Peppy had evidently called in a favour from someone at Military Headquarters because on the return from one of Fox's excursions while they had been stopped on Corneria, he had found the current military grade simulators had been installed.

The simulators didn't come any better, they took in every detail of the atmosphere conditions, physics, shield allowances, even local flora composition. They had unparalleled artificial intelligence and both allied and enemy fighters attacked with the same efficiency as Andross' infamous drone fighters. They also had a feature that had been holding back computer simulations for years, the ability to track and adapt what the occupant saw, even within the cockpit—if you moved your head to one side, you could look around the cockpit support struts. The simulators were so detailed in fact, that the army was taking pilots straight out of simulators and putting them on the front lines in major battles without any other experience at all, though the fact that they were running out of pilots faster than they could train them probably had something to do with that particular decision.

Still, the point remained that the simulators were incredibly detailed.

Fox settled himself into the cockpit, pulling his safety harness and clipping it into place. A quick press of a button on his control board started to close the cockpit canopy—quickly obscuring the room outside. Fox watched as the darkened cockpit canopy dissolved into a realistic scene of large but patchy clouds. At once, the dull roaring of the engine filled the cockpit, and the simulator began to vibrate slightly; mimicking being in a real craft.

Away to Fox's left, another Arwing was flying—moving into a tandem formation with him as the two craft skimmed through the cloud tops. _"How come I get stuck with you, Foxie?"_ Came Falco's voice.

"Just lucky, I guess." Replied Fox, grasping the flight controls and making himself as comfortable as possible.

_"Anyway, I thought it was your turn to team up with Hare this go around."_ Commented Falco.

Fox shifted uncomfortably, as it happened, he _was_ scheduled to fly with Peppy today, but given the circumstances, he could understand why Peppy had changed the schedule. "Mind your own business, Falco!" Snapped Fox angrily.

_"Ooh, struck a nerve, did I?" _asked Falco.

"Just shut it and fly, Falco!" Snarled Fox.

With a small crackle, Rob's voice entered the communications loop: **"_The target is approximately ten kilometres ahead, it is two o'clock in the afternoon with light winds, cloud cover means glare will be minimal."_**

"Copy that, Rob." Said Fox, scanning his radar for any sign of the target. Almost at once, contacts began to appear on the screen—the computer quickly sorting through them, distinguishing friend from foe.

"_Now this is more like it!" _said Falco, his cocky grin evident even through the staticy radio.

"Right Falco, you take the left, I'll take the right." Ordered Fox.

"_Whatever_." Responded Falco.

The two fighters broke out from the cloud layer and for the first time, Fox saw their target. The base was a fairly standard one, it was a large dome shaped building with various command towers and observation platforms sprouting from the top. It sat in the middle of a large grassy bowl of perhaps ten kilometres across, and around the edge of the bowl ran canyons and cliffs of varying sizes. Around the base itself swarmed dozens of fighters—perhaps as many as nine Cornerian fighters, and as many as four times that amount of Venomian Drone fighters.

Not one for making a dramatic entrance, Fox squeezed the trigger, opening fire on the enemy ships as soon as they crossed his sights. He shot down two in as many seconds before they realised that he was there. Away to his left, Falco wove lazily through the battle, firing short bursts of overwhelming firepower when any craft came too close. But now the enemy had cottoned on now, many of them turned away from pursuing the Cornerian fighters and instead focused on the new arrivals. "Well, looks like they know where here now!" Said Fox as a couple of shots from the newly refocused fighters pinged off his shields.

"'_Bout time."_ Said Falco, _"Took them long enough."_

Fox swerved out of the way as an enemy fighter slewed straight towards him, he ducked under the shots from another fighter on his right, and as he came up, blasted apart another craft that was on the tail of a Cornerian fighter. He turned sharply back to the left to avoid a craft trying to flank him on his right and pursued another craft past one of the commission towers before getting a lock on in a blasting it apart with a charged blast.

"_I'm on five over here, McCloud. What about you?"_ Asked Falco as Fox dove to avoid enemy fire.

"Just lining my fifth up here now." Returned fox, as he fired again—the shots chewing through an enemy as he vainly tried to evade. "Rob, are you keeping score?" he asked.

**"_Affirmative__."_ **Responded the robot. **_"__There are 24 fighters remaining__."_**

"Copy that." Said Fox.

"_Six... seven!"_ Announced Falco cheerfully.

Fox frowned as he lined up another target and blasted it to shreds, "Six." He reported.

**"_21 fighters remaining_."** Said Rob.

Fox used the retros to slow his craft right down before performing a half loop and boosting back the other way, a fighter that was unlucky enough to be in the way was blown apart as his lasers tore through it. He held his trigger down, allowing the guns to charge up as he lined up a new target, this time a formation of three fighters. As the reticle turned green and a lock tone sounded, Fox released the trigger and a green ball of energy sped after the trio of craft. It arced in and struck the leftmost of the formation—engulfing them in a ball of flame as a shockwave spread out and engulfed the other two craft. "Nine!" Grinned Fox.

He could hear Falco's frown as the avian replied. _"Just don't get cocky."_ He snapped. _"Eight, nine... there, ten!"_

"Eleven!" Cried Fox as he shot down two more in quick succession.

**"_Thirteen fighters remain__." _**Reported Rob.

"_Gah! Time for this then!"_ Said Falco. Fox looked out the side of his cockpit as a bright red light shot forth from Falco's craft.

"No, Falco!" Shouted Fox, though it was already too late. The red glow was StarFox's secret weapon—code-named 'Nova Bomb', the weapon was launched like a missile, and when it detonated, it pretty much destroyed almost anything within a 200 metre radius. The developer of the Nova Bomb—Beltino Toad—had quickly realised the inherent problems of launching such a destructive weapon from the lightly shielded Cornerian fighters and had instead given the design to Slippy. Using his father's designs, Slippy had configured the Arwing's much stronger shields to resist the bomb's incredible powers—but that didn't help Cornerian aircraft.

The bomb went off in a bright starburst, truly living up to its 'Nova Bomb' name, Fox had to look away from the glare of the explosion, but when he looked back, his fears were confirmed as the remains of four Cornerian craft plummeted to the ground alongside their enemies.

"Try shooting the _bad_ guys, Falco!"

"_Why? All they do is get in the way."_ Countered Falco, but he returned to traditional methods of destruction._ "What's the score, Rob?"_ He added.

**"_Current score is: Falco seventeen, Fox twelve."_** Reported Rob, **_"Five enemy fighters remain—four Cornerian fighters remain."_**

"Yeah, thanks to Falco." Said Fox dryly.

"_Hey McCloud, I've still downed more bogeys than you!"_ Retorted Falco.

"What good is that if you kill off all the allies too?" Shot back Fox as he destroyed another craft.

"_Yeah, whatever."_ Waved off Falco as he too shot down another one.

Fox slipped in behind another enemy and got off a couple of shots, sending the craft into a spin towards the ground. He dived to the right and got another one with a charged blast as it tried to duck behind a command tower. Weaving through a couple more towers, he pounced on an unsuspecting enemy craft and fired, the shots destroying the engine and sending it to a fiery ruination below.

**"_One craft remaining." _**Reported Rob,**_ "Falco eighteen, Fox fifteen."_**

Fox quickly looked around for the final craft, but he caught sight of it just before Falco's lasers punctured its fuel tank. **_"All contracts destroyed."_ **Announced Rob.

"_Well, that was easy." _Yawned Falco. _"So spill the beans, McCloud, what's got old Pepster riled up the wrong way?"_

"You throwing a tantrum this morning didn't help." Grumbled Fox.

"_Whatever, you sort your own problems with the old hare then."_ Shrugged Falco, feigning indifference. In truth he was increasingly annoyed at the others lack of trust in him.

**"_New mission assignment."_** Said Rob, Fox tensed, he had a feeling he knew what the new assignment was, he manoeuvred himself out into free space just in case his hunch was right. Falco must have guessed the new objective too, for he inconspicuously moved his craft into a flanking position behind Fox. **_"You must shoot your wingmate down."_ **Continued Rob, **_"The winner is the last man standing__."_ **It was as Fox had suspected, he and Falco would now fly head to head against each other; winner take all.

"_Ready to lose again?" _asked Falco.

Fox had never, _ever_ beaten the avian, he always would be destroyed just as it looked like things were beginning to even up—either by a slip on his part, or some brilliant flying by Falco.

But Fox was never happy to settle for _second_ best when it came to flying, he would need to be _the_ best to face Andross, and so every time he tried just that little bit harder than he thought he could. And this time was it, _this_ time Falco was going down.

With a twist, he wheeled away from the Fortunan base, away from Falco, and sped toward the ground, within a moment he was diving into one of the steep walled valleys that the lush jungle planet was famous for and skimmed just above the deep river at the bottom. _"Running away, Fox? You'll never beat be that way."_ Taunted Falco, as the radar picked him up entering the valley behind him. He was right of course, but Falco didn't know the full extent of his plan.

A couple of shots from Falco sizzled past his right wing and gouged a chunk out of the wall, Fox flew even lower, low enough for spray to be stirred up by his backwash filling the air behind him with a cloud of steam and vapour. _"Nice try, Fox."_ Said Falco, _"But you forget that the radar works even in heavy snow, no way a cloud's going to stop me!" _

"My position's not the only thing that you should be concerned about, Falco." Shot back Fox as he reached a sharp bend and span around it, using liberal amounts of the retros.

"_What the heck are you on about...?"_ Fox watched as Falco pulled through the last of the spray only to be confronted with a shear wall as he reached the river bend. _"Dang you, Fox!"_ swore Falco as he pushed his fighter into a vertical climb, hoping to fly above the cliff before his craft ploughed straight into it. Fox made a U-turn as Falco just cleared the top of the cliff, his bottom G-Diffusers scraping the top of the trees as he broke free. Fox followed up with a Nova Bomb, launching the destructive ball of power after the still climbing avian. The bomb detonated well below Fox's quarry, but the blast still tossed the other Arwing around as the shockwave flattened the trees and caused the low clouds to part above it. "That's for being cocky, Falco!" called Fox smugly, hitting the boosters and tearing after him.

"_This isn't over yet, McCloud!" _Snapped Falco as he flipped over and dived to the right. Fox tried to follow him but the Avian had a head start, and by the time Fox was on the same vector, his foe had vanished. Fox scanned the radar, catching a quick flash of Falco's transponder some thirty degrees to his left, and glanced down to see the Arwing dash into another valley. Wary of a trap, Fox flew after him, flying just above the level of the valley, the ground on either side level with his wingtips. Fox frowned as his eyes darted left and right, trying to catch a glimpse of his enemy, Falco seemed to have completely vanished and Fox rose slightly, wondering if he had somehow climbed out of the valley without him noticing.

Fox's mouth fell open with shock as with a quick red flash, he found himself flying directly at a Nova Bomb. _"Enjoy, Fox!"_

With a stifled yell, Fox did the only thing he could think of, he accelerated, diving into the valley below him. The bomb whistled overhead, missing the top of his canopy by a few feet and detonated behind him, the shockwave blew him forward as it had done to Falco only minutes before, and he struggled to get himself back under control before he hit the water. His wingtips jolted as they skimmed off the river, almost throwing him into the canyon wall. But through some great flying, and if he was honest with himself, a reasonable portion of luck, he was able to twist around the deadly outcropping and broke for the skies again.

"Nice try, Falco!" he cried.

"_Hmrp! Lucky escape."_ Dismissed Falco. Fox hunted around for any sight of the other Arwing, but the radar was once again empty.

"Hiding are you, Falco?" Grinned Fox, "You'll never beat me that way, you know."

"_Watch me!"_ And then suddenly there he was on the radar, speeding towards Fox from behind. "Gotcha." Muttered Fox. Hitting the retros, he stopped dead in the air and flipped his craft end-over, before boosting back the other way. Falco was dead in his sights, and Fox pumped the trigger furiously, trying to put in as much damage as possible. But any surprise that the avian might have felt was gone by the time the blaster fire reached him, as he barrel rolled aside and fired a charged blast at him instead. Fox knew the one weakness of the charged blast, as all of StarFox did, though the energy was able to sense other energy emissions nearby and home in on it, it could only bend so much. And so Fox waited as long as possible before pulling a sharp somersault and watching the ball fly by and disappear in a small burst of energy.

Unfortunately by the time he had Falco back in his sights, the avian was onto him, mercilessly pumping his ship full of blaster fire, and Fox was tossed against his restraints as the Arwing bucked wildly. Knowing that his craft would not take the punishment for long, he desperately tried to dive back toward the ground, but Falco was hot on his tail now, and the shields quickly plummeted to twenty-four percent. By now, Fox was desperate; he weaved sideways in a vain attempt to lessen the amount of damage done to his shields, but they were still falling much faster than they could regenerate. He grit his teeth and watched his altimeter fall, hoping against hope that he could reach the valleys and canyons below before the shields hit zero, but then a strange wisp of an idea flashed through his head, he adjusted his course slightly towards a large steep hill that rose up from near one of the larger canyons, hoping that Falco wouldn't notice in his excitement.

Just as he reached the mountain he pushed the flightstick right forward, diving right around and boosting away upside-down some 10 metres above the treetops, while Falco, who had been expecting him to climb over the top instead went zipping off the other way. Knowing that his stunt wouldn't lose Falco for long, Fox wasted no time in diving into the large canyon to the east of the mountain, vanishing from radar range. He gave a short breath of relief and glanced down at his shield gauge. His heart leaped painfully; six percent.

"_Interesting move, Fox."_ Said Falco, _"It was original; I'll give you that."_

Knowing better than to answer and potentially give up his position, Fox kept his mouth shut and instead concentrated on flying, making sure that Falco didn't sneak up on him in the process.

Fox diverted all power from nonessential operations like cabin heating and computer backups to recharging the shields, hoping to get as much juice out of the craft as possible, but it just wasn't fast enough, the shields had only risen to twenty-six percent when Falco appeared on the radar behind him, flying down the same canyon that he was. _"Prepare to go down, McCloud."_ Crowed Falco. Fox began taking evasive action, twisting and juking all across the width of the canyon, he didn't make a break for the sky; the battle so far today had made it perfectly obvious that Falco would make mince meat out of him in the open. Instead when he saw an even narrower crevice off to the left on his radar, he made directly for it, diving into it as green lasers split the air behind him.

This new crevice was so narrow that Fox was actually obliged to fly sideways down it, his wingtips pointing straight up and down as he weaved around outcroppings and overhangs. Falco followed close behind him, firing whenever the path straightened for more than a couple of seconds, but in this terrain, Fox finally had the advantage, he was as good a pilot as they came when it came to the obstacle course drills that he'd flown both here and at the academy, and now he was able to keep far enough ahead of Falco that the lasers mostly hit thin air around him before he was able to speed around another bend.

"Now what do you say, Falco?" sneered Fox as he dipped under a larger outcrop and Falco's blasters brought it down behind him. His shields had risen to thirty-two.

"_I say all you're doing is delaying the inevitable, you know you can't beat me, Fox. What's your shield gauge now? A third full? I'm on ninety-five, McCloud."_ Came back Falco's voice.

Fox gritted his teeth, Falco was quite right of course, unless he damaged Falco severely in the near future without receiving damage himself this was only going to be a one way fight. Still he put on a game face and ground out, "Not for long!" But now a chirp on the computer informed him of a new problem, his radar had picked up the end of the fissure only a few klicks ahead.

Falco had noticed it too, _"You're running out of room, Fox."_ He called.

Fox felt a large bead of sweat run across his brow, he longed to wipe it away but he dared not take his hands away from the controls even for a moment as the crevice became its narrowest yet. Around the final corner, Fox shot out into open air again, finding himself emerging from the cliffs to the north of the Fortunan base. The wide plains spread out before him with the base sitting in the middle of it—there was no place to hide here. Knowing that he had to put as much distance as possible between him and Falco, Fox punched his boosters up to the maximum, streaking across the sky towards the base as Falco too left the crevice. Blaster fire flashed on all sides, but at least at this distance he was too far away for Falco's targeting computer to lock onto—probably the only reason he was still in the sky.

"_You won't get away, Fox."_ Taunted Falco. _"Give up now."_

"You haven't seen anything yet." Boasted Fox, not feeling anywhere near as confident as he thought he sounded. His craft jumped as a stray blast caught the end of his wing, and he decided to take an enormous risk, diving into the base's entrance.

"_What the heck are you doing, Fox?"_ called Falco. He didn't really know, truth be told, he had just known that he had to get away from the constant fire from behind. The base began shaking; indicating that Falco was beginning to attack it from the outside. The tactic was a little unfair perhaps, but there were no rules in this simulation, just shoot your opponent down at any cost—even the destruction of allied bases. The launch tunnel that Fox had been whizzing down suddenly opened out into the hanger, and Fox found himself rolling out of the way of fighters that were being towed around towards the maintenance hangar. One such roll pushed him into another tunnel, leading down further into the ground, and with no room to turn around Fox found himself following it towards the centre of the planet. _"You'd better get out of there, Fox. I'm about to bring that whole building down on top of you."_ Came Falco's voice again.

Before Fox could formulate a reply, his tunnel opened out into the power core chamber, revealing the massive generator that powered the base. Fox suddenly got an inspired idea; Falco, cocky as he was, was probably whizzing around the tops of the towers trying to make the base collapse, but if the base were to explode instead... using a couple of charged blasts, he sent the generator into overload, and it began sparking dangerously as Fox sped towards the exit again. Just as he entered the tunnel that was his only escape, it exploded, sending a wall of fire towards him. As he'd seen them do in the movies, he gunned the boosters into overdrive and sped up the tunnel with the explosions right behind him.

* * *

Falco darted in and out, peppering the allied base with blasterfire, if Fox had thought that he wouldn't fire on an allied base, he was sorely mistaken. There were no allies in this sim, just winners and losers, and Falco was a winner; he had no qualms about bringing the entire base down on Fox's head if that's what it took. He had to admit, Fox was definitely getting better, he'd been a right pain in the posterior this go around, never letting Falco get a really good run at him. But still he was positive that Fox's shields couldn't be higher than fifty percent, and his were now back to a hundred.

Grunting in annoyance, Falco fired charged blasts into the command towers and observation platforms. The fact that the simulation hadn't ended yet indicated that Fox still survived down in the depths of the base, and as long as he went undamaged, the more his shields would recharge. With a cruel grin Falco decided that he'd had enough, he flipped off the safety and lined his craft up with the base, "See you on the other side, Fox." He said as he fired off his second last Nova Bomb at the now damaged building. The bomb detonated brilliantly on the side of the base, blowing several sections of the domed roof off. Falco flew closer to inspect the damage, wondering how much more it would take before the building to collapse in itself, as he approached it the rubble gave a groan and shifted slightly, Falco grinned devilishly and lined himself up to fire a few more shots into it for good measure.

With a sharp crack though, a large ball of fire rolled out of a newly opened fissure in the concrete, and engulfed his Arwing. Falco swore violently as his ship was blasted backwards, throwing him against his restraints. A loud rumble behind him signalled the collapse of the base, but a quick glance of his radar showed that Fox had once again managed a famous last second escape. Falco snarled as he watched Fox jet away from the crumbling base through his tumbling window. "_Another_ luck escape, McCloud." He snapped.

He looked down at his shield gauge and had to restrain himself from swearing again, the shields had fallen to fifty-nine percent. Dimly he wondered what he could have hit that would have caused the base to explode, but now was not the time to work it out as Fox came speeding up towards him—obviously trying to attack before he could right himself.

* * *

Fox laughed as his ship burst out of the tunnel with a ball of fire right behind him, above and to the left of him, Falco's Arwing was tumbling end over end, a trail of fading fire streaking after it, his risky destruction of the base had worked perfectly, determined to reach Falco before the avian could get himself back under control, Fox sped after him. But just as he came within range, the avian gave his ship a final twist and pointed it back towards Fox and the destroyed base behind.

Both craft tore into each other, sending a rain of green energy that fizzled between them like lightning between electrodes. Both craft shook terribly as the contest took its toll, but both pilots kept on course, knowing that the first to pull away would be mince meat. _"Give it up Fox!"_ cried Falco as his fuselage sparked dangerously. _"You're in worse condition than me!"_ Unfortunately Falco was right, though the avian had sustained a lot of damage in the bases explosion, Fox's shields had never been given the chance to repair beyond fifty-two percent, and now, with the ships evenly matched, the extra seven percent would make all the difference.

_Never give up, Fox._ James McCloud's voice floated to Fox as he gritted his teeth, _No matter what happens; promise me you'll never give up._ Fox grinned, would he give up now? When there was only seven percent in difference between him and his enemy? Certainly not. He'd never been this close to beating the avian; he would and _could_ turn this around. "Do your worst, Falco!" he called as he broke off with only a hundred metres to spare, Falco was immediately after him but Fox had pushed his craft into a steep dive as Falco had earlier in the simulation, Falco's lasers flashing all about him as the avian closed to within a few dozen metres of the back of his craft, his shields took heavy hits falling to five percent, then four, then three, a bead of sweat ran down Fox's brow as a few more blasts followed so close that the shields shimmered in their light, but he was still in one piece.

Barely.

But it didn't last long, with only a few hundred metres to go before the ground, a shot hit him directly on the back quarter, and with a horrible shriek Fox's ship yawed to the left, the thrusters completely unresponsive to his commands. As in real life, backups kicked in a second later, but it was already too late, the ground was streaming up to meet him faster than he could level out. _"Be seeing you, McCloud!"_ called Falco. A warning blared as Fox's Arwing picked up the enemy launching a Nova Bomb to finish him off. To Fox the last few seconds happened in slow motion, he saw the Nova bomb miss him low by centimetres, saw it strike the mountainside below him, saw the red curtain of fire expanding towards him and knowing that it was curtains for him too, saw the shields plummet to zero as the ground lurched away from him, and then suddenly there was clear sky in front of him with only the tree tops of the ridge in front of him to stop him. With his 'death' miraculously averted, he yanked back on the stick in a last moment of desperation, the leaves of the tallest trees scraped the bottom of his left G-Diffuser as his now one winged ship limped out into the sky.

But what of Falco? Being so close to the blast as the bomb had gone off, his shields too had been reduced to zero, but as confident in Fox's impending destruction as he had been, he hadn't bothered to level off, and now he was in the same position as Fox had been a second earlier, only his ship was still pointing down at the ground.

"_Hey!"_ he called out angrily as he pulled up sharply from the ridge, _"Not..." _the joint between the avian's right G-Diffuser and wing caught a tree that was just a bit high, with a horrible jerk the Arwing span sideways, breaking into two pieces, _"...Faaaiiiiiiirrrrrrrrrrrrrr!!!..."_ cried Falco as his fuselage, cockpit, left G-Diffuser and left wing; and right G-Diffuser and right wing cart-wheeled in opposite directions before smashing into the trees below. The main part of the Arwing exploded in a bright ball of fire as it hit the jungle floor, sending birds from miles around skywards in fright.

Fox exhaled in relief, the Adrenaline draining from him as he climbed back to a kilometre above the ground below him. Ahead of him, super imposed over the terrain letters appeared, quickly forming into the word '**Winner**'.

Winner! He was the winner! The fact dawned on him like someone switching on a light, he was the _winner!_ He had finally, after almost two years, beaten Falco in combat. His relieved expression evolved into a grin, then into a broad smile, the next thing he knew he was throwing the canopy of the simulator off with loud woops of glee. "Ha, ha, ha! I got you, Falco! I got you!" he cried as he sprang over towards the Avian's simulator where a very subdued Falco was slowly climbing out of his simulator cabin. "I beat you fair and square this time, Falco." Laughed Fox, as he danced over to the foot of the stairs. He glanced over at Peppy and Slippy who had been watching on the tactical screen having finished their own battle, he shot a grin at Peppy but the hare just returned his look coolly.

"Well done, Fox." He said emotionlessly before turning and striding from the room, Fox's heart sank, Peppy had known how much that victory would have meant for him—he still must be furious with him, not that Fox blamed him.

Falco was nowhere near as cold as he angrily descended the last few steps, "Fair and square nothing!" He snapped, pushing Fox aside he rounded on Slippy who still remained. "What happened there?!" He demanded angrily of their resident technician, "His shields were on _two percent_, he should have been TOAST!"

Slippy cleared his throat nervously, he briefly glanced at Fox, but Fox if he was honest with himself was just as interested in his response as Falco was. He _should_ have been destroyed...

"It's the latest tweak I've made to the shield systems." Slippy said nervously, "When the shields are at the moment of dissolution, the shielding capacitors surge for a few refresh cycles with power redirected from everywhere in the craft, this gives the shields a brief re-burst of optimum performance which allows it to dissipate the last of the transferred energy from the interaction from a foreign object before it collapses."

"What?!" cried Falco in frustration, "I don't care about all that scientific babble! I want to know why the bomb didn't work properly!"

"I think what he means is that the last hit that will cause the shields to collapse is always fully blocked before the shields fail." Said Fox slowly, "Is that right?"

"Yep!" nodded Slippy happily, "So both your and Falco's shields were completely peeled away by the explosion, but the Arwings weren't destroyed until Falco hit the tree. It's sort of a last chance mechanism, the last time I saw dad before he was transferred to the War Development Corp. he was talking about them using that sort of system for Battleships, but it was deemed that a cruiser wouldn't have enough time to escape after the final hit anyway, and at the time the technology wasn't there to implement it in fighters.

"Of course there _are_ limitations." Slippy added, "If you'd taken a _direct_ hit from that Nova Bomb, Fox, the shields would have been overwhelmed even with fully charged shields, and this subsystem wouldn't have allowed the shields to cope any better; it just sparks the shields back up to full for a fraction of a second. The other limitation is that the last surge fries the shield's capacitors, so the shields won't recharge until they've been replaced."

"So after that final hit you leave, pronto." Comprehended Fox.

"That's right."

"Hmrp! I still say that's like cheating." Sulked Falco, he stormed off like a disgruntled cat, no doubt seeking alcohol from the bar.

"Congratulations Fox!" Said Slippy when Falco had left, "You really deserved that win."

"Did I? I have to admit that it was at least a reasonable portion of luck."

"Yeah, but what's that that Peppy always says...?" grinned Slippy,

"There's no problem with pleading 'luck'. With it and skill, we can do anything if we just have the will." Chorused Fox and Slippy together.

"Thanks Slip," Said Fox, "But after this thing with Peppy and I... This victory's a hollow one.

"How did you go?" he asked instead, changing the subject.

"Peppy creamed me, as usual." Said Slippy matter-of-factly. "But taking out all the Bogies around the base was fun. And as always, Peppy turned his crushing defeat of me into a lesson; I'll certainly think twice before trying to perform too many loops in a row next time."

Fox grinned. "StarFox, a mission summery and detailed flight data has been assembled," Rob's voice rang over the Intercom. "It is now available at all public terminals."

"Sounds like my cue to start doing some work again." Grinned Slippy, this is what he loved doing, going through the flight data, using it to make improvements to the Arwings, and picking up a few useful flying tips along the way for himself.

"Mind if I help you this time?" Asked Fox. Usually he went and worked with Peppy after the simulation, but under the circumstances, he thought that that was probably not the wisest idea.

"Sure! Hey, I've been looking into a new phenomenon recently." Chattered Slippy as they walked over towards the computer terminal, "I've noticed that when Peppy is fired upon, he rolls his fighter out of the way, and I've been getting some interesting readings from the flight reports, hand me that clipboard will you and I'll explain..."

* * *

**AN: I'm going to get this chapter beta read and cleared up a little bit, and then I'll repost it. But it was weighing on my mind leaving it finished but unposted.**


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